Common use of Taxes and Other Charges Clause in Contracts

Taxes and Other Charges. (a) All payments and reimbursements to Lender made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on Lender’s net income. If any Credit Party shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of Closing: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from any Loan Document or from payments directly received by the Lender from any Credit Party pursuant to the Loan Documents (except for net income taxes, franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder); and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 it shall promptly notify Credit Parties of the event by reason of which Lender has become so entitled and contain a calculation of such additional amounts that are proposed to be due and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason for such additional amounts.

Taxes and Other Charges. (a) All payments and reimbursements to Lender made under any Each Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on Lender’s net income. If any Credit Party shall file, cause to be filed or obtain an extension of the time to file, all Tax returns and reports required by law to deduct any such amounts from be filed by it and will promptly pay or in respect of any sum payable under any Loan Document cause to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making paid all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if Taxes and governmental charges at any time after owing, and shall promptly pay for all utility services provided to the Closing Properties (other than any such utilities which are, pursuant to the terms of any Lease, required to be paid by the Tenant thereunder directly to the applicable service provider); provided that such Loan Party may contest in good faith any such Taxes, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as (i) the applicable Loan Party has set aside on its books (and, with respect to any change Borrower, in any existing lawthe Special Reserves Account) adequate reserves in accordance with GAAP, regulationand the non-payment or non-discharge of such Taxes, treaty assessments or directive other charges could not, individually or in the interpretation or application thereofaggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any new lawProperty or Collateral, regulation, treaty or directive enacted or any interpretation or application thereof, or and (iii) compliance by Lender any Taxes, assessment or other charge determined to be due, together with any new interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request or new directive (whether or not having of the force of law) from any Governmental Authority after Administrative Agent, the date of Closing: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from any Loan Document or from payments directly received by the Lender from any Credit Party pursuant Borrowers shall post to the Loan Documents Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (except for net income taxes, franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which by number) as may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder); and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 it shall promptly notify Credit Parties of the event by reason of which Lender has become so entitled and contain a calculation of such additional amounts that are proposed to be due and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to understand the nature and purported reason for confirm that such additional amountsTaxes have been paid on a timely basis.

Taxes and Other Charges. (a) All payments and reimbursements to Lender made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on Lender’s net incomeincome or franchise. If any Credit Party Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing Restatement Date (i) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by the to Lender from of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrower shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.14 it shall promptly (but in any event within ninety (90) days of becoming aware thereof) notify Credit Parties Borrower of the event by reason of which Lender has become so entitled and contain a detailed calculation thereof, and each such notice of such additional amounts that are proposed payable pursuant to this Section 6.14 submitted by Lender to Borrower shall, absent manifest error, be due final, conclusive and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason binding for such additional amountsall purposes.

Taxes and Other Charges. (a) All payments and reimbursements to Lender made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on Lender’s net income. If any Credit Party Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by the to Lender from of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrower shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.14 it shall promptly notify Credit Parties Borrower of the event by reason of which Lender has become so entitled entitled, and contain a calculation each such notice of such additional amounts that are proposed payable pursuant to this Section 6.14 submitted by Lender to Borrower shall, absent manifest error, be due final, conclusive and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason binding for such additional amountsall purposes.

Taxes and Other Charges. (a) All payments real estate taxes and reimbursements to Lender made under assessments and other taxes, fees and charges of every kind or nature, foreseen or unforeseen, which are levied, assessed or imposed upon Landlord and/or against the Premises, building, Common Area or Project, or any Loan Document part thereof by any federal, state, county, regional, municipal or other governmental or quasi-public authority, together with any increase therein for any reason, shall be free a common area charge and clear Tenant shall pay its percentage share of such costs to Landlord as provided in paragraph 16. By way of illustration and without deduction for all not limitation, “other taxes, levies, imposts, deductions, assessments, charges fees and charges” as used herein include any and all taxes payable by Landlord (other than state and federal personal or withholdingscorporate income taxes measured by the net income of Landlord from all sources, and all liabilities with respect thereto premium taxes), whether or not now customary or within the contemplation of any nature whatsoeverthe parties hereto, excluding taxes to the extent imposed on Lender’s net income. If any Credit Party shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) upon, allocable to, or measured by the rent payable hereunder, including, without limitation, any change in any existing lawgross income or excise tax levied by the local, regulation, treaty state or directive or in federal government with respect to the interpretation or application thereofreceipt of such rent, (ii) any new lawupon or with respect to the possession, regulationleasing, treaty operation, management, maintenance, alteration, repair, use or directive enacted occupancy by tenant of the Premises or any interpretation or application part thereof, or (iii) compliance by Lender with any new request upon or new directive (whether or not having the force of law) from any Governmental Authority after the date of Closing: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from any Loan Document or from payments directly received measured by the Lender from value of Tenant’s personal property or leasehold improvements located in the Premises, (iv) upon this transaction or any Credit Party pursuant document to which Tenant is a party creating or transferring an interest or estate in the Loan Documents Premises, (except for net income taxes, franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state v) upon or local taxing authorities with respect to interest vehicles, parking or commitment fees the number of persons employed in or about the Project, and (vi) and tax, license, franchise fee or other fees payable hereunder imposition upon Landlord which is otherwise measured by or changes based in whole or in part upon the Project or any portion thereof. If Landlord contests any such tax, fee or charge, the cost and expense incurred by Landlord thereby (including, but not limited to, costs of attorneys and experts) shall also be common area charges and Tenant shall pay its percentage share of such costs to Landlord as provided in paragraph 16. In the event the Premises and any improvements installed therein by Tenant or Landlord are valued by the assessor disproportionately higher than those of other tenants on the building or Project or in the rate event alterations or improvements are made to the Premises, Tenant’s percentage share of tax on such taxes, assessments, fees and/or charges shall be readjusted upward accordingly and Tenant agrees to pay such readjusted share. Such determination shall be made by Landlord from the overall net income respective valuations assigned in the assessor’s work sheet or such other information as may be reasonably available and Landlord’s determination thereof shall be conclusive. Tenant agrees to pay, before delinquency, any and all taxes levied or assessed during the term hereof upon Tenant’s equipment, furniture, fixtures and other personal property located in the Premises, including carpeting and other property installed by Tenant notwithstanding that such carpeting or other property has become a part of Lender), or (B) imposes on Lender the Premises. If any other condition or increased cost directly in connection of Tenant’s personal property shall be assessed with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related Project, Tenant shall pay to Landlord, as additional rent, the obligations hereunder); and the result of any of the foregoing is amount attributable to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties shall promptly, and in any event Tenant’s personal property within ten (10) Business days of Credit Party’s after receipt of notice a written statement from Lender, pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced Landlord setting forth the amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 it shall promptly notify Credit Parties of the event by reason of which Lender has become so entitled and contain a calculation of such additional amounts that are proposed taxes, assessments and public charges attributable to be due and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason for such additional amountsXxxxxxx’x personal property.

Taxes and Other Charges. (a) All payments and reimbursements to Lender made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on Lender’s net income. If any Credit Party Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) any change in any existing applicable law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of Closing: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by the to Lender from of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment facility fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties the Borrowers shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.13 it shall promptly notify Credit Parties the Borrowers of the event by reason of which Lender has become so entitled entitled, and contain a calculation each such notice of such additional amounts that are proposed payable pursuant to this Section 6.13 submitted by Lender to the Borrowers shall, absent manifest error, be final, conclusive and binding for all purposes. For purposes of this Section, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be due and payable and shall answer a “change in any questions and provide any explanation reasonably requested by Borrower in good faith to understand applicable Law”, regardless of the nature and purported reason for such additional amountsdate enacted, adopted or issued.

Taxes and Other Charges. (a) All payments real estate taxes and reimbursements to Lender made under assessments and other taxes, fees and charges of every kind or nature, foreseen or unforeseen, which are levied, assessed or imposed upon Landlord and/or against the Premises, building, Common Area or Project, or any Loan Document part thereof by any federal, state, county, regional, municipal or other governmental or quasi-public authority, together with any increases therein for any reason, shall be free a common area charge and clear Tenant shall pay its percentage share of such costs to Landlord as provided in paragraph 16. By way of illustration and without deduction for all not limitation, "other taxes, levies, imposts, deductions, assessments, charges fees and charges" as used herein include any and all taxes payable by Landlord (other than state and federal personal or withholdingscorporate income taxes measured by the net income of Landlord from all sources, and all liabilities with respect thereto premium taxes), whether or not now customary or within the contemplation of any nature whatsoeverthe parties hereto, excluding taxes to the extent imposed on Lender’s net income. If any Credit Party shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) upon, allocable to, or measured by the rent payable hereunder, including, without limitation, any change in any existing lawgross income or excise tax levied by the local, regulation, treaty state or directive or in federal government with respect to the interpretation or application thereofreceipt of such rent, (ii) any new lawupon or with respect to the possession, regulationleasing, treaty operation, management, maintenance, alteration, repair, use or directive enacted occupancy by Tenant of the Premises or any interpretation or application part thereof, or (iii) compliance upon or measured by Lender the value of Tenant's personal property or leasehold improvements located in the Premises, (iv) upon this transaction or any document to which Tenant is a party creating or transferring an interest or estate in the Premises, (v) upon or with any new request respect to vehicles, parking or new directive the number of persons employed in or about the Project, and (whether or not having the force of lawvi) from any Governmental Authority after the date of Closing: (A) subjects Lender to any tax, levylicense, impostfranchise fee or other imposition upon Landlord which is otherwise measured by or based in whole or in part upon the Project or any portion thereof. If Landlord contests any such tax, deductionfee or charge, assessmentthe cost and expense incurred by Landlord thereby (including, charge but not limited to, costs of attorneys and experts) shall also be common area charges and Tenant shall pay its percentage share of such costs to Landlord as provided in paragraph 16. In the event the Premises and any improvements installed therein by Tenant or withholding of any kind whatsoever directly arising from any Loan Document or from payments directly received Landlord are valued by the Lender from any Credit Party pursuant assessor disproportionately higher than those of other tenants on the building or Project or in the event alterations or improvements are made to the Loan Documents (except for net income Premises, Tenant's percentage share of such taxes, franchise assessments, fees and/or charges shall be readjusted upward accordingly and Tenant agrees to pay such readjusted share. Such determination shall be made by Landlord from the respective valuations assigned in the assessor's work sheet or such other information as may be reasonably available and Landlord's determination thereof shall be conclusive. Tenant agrees to pay, before delinquency, any and all taxes imposed levied or assessed during the term hereof upon Tenant's equipment, furniture, fixtures and other personal property located in lieu of net income taxesthe Premises, including carpeting and any other taxes on the general affairs property installed by Tenant notwithstanding that such carpeting or other property has become a part of the Lender which may Premises. If any of Tenant's personal property shall be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection assessed with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related Project, Tenant shall pay to Landlord, as additional rent, the obligations hereunder); and the result of any of the foregoing is amount attributable to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties shall promptly, and in any event Tenant's personal property within ten (10) Business days of Credit Party’s after receipt of notice a written statement from Lender, pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced Landlord setting forth the amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 it shall promptly notify Credit Parties of the event by reason of which Lender has become so entitled and contain a calculation of such additional amounts that are proposed taxes, assessments and public charges attributable to be due and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason for such additional amountsTenant's personal property.

Taxes and Other Charges. (a) All payments and reimbursements to Lender Lenders made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on Lender’s Lenders’ net income. If any Credit Party Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to LenderLenders, then the sum payable to Lender Lenders shall be increased as may be necessary so that, after making all required deductions, Lender receives Lenders receive an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender any Lenders with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (A) subjects Lender such Lenders to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by the Lender from to such Lenders of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lendersuch Lenders), or (B) imposes on Lender such Lenders any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender such Lenders of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrower shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender such Lenders any additional amounts necessary to compensate Lender, such Lenders on an after-tax basis, for such additional cost or reduced amount as reasonably determined by Lendersuch Lenders. If any such Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 it 6.10, such Lender shall promptly notify Credit Parties Borrower of the event by reason of which such Lender has become so entitled entitled, and contain a calculation each such notice of such additional amounts that are proposed payable pursuant to this Section 6.10 submitted by such Lender to Borrower shall, absent manifest error, be due final, conclusive and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason binding for such additional amountsall purposes.

Taxes and Other Charges. (a) All payments and reimbursements to Lender made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, withholdings and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on Lender’s net income. If any Credit Party Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by the to Lender from of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrower shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 it shall promptly notify Credit Parties Borrower of the event by reason of which Lender has become so entitled entitled, and contain a calculation each such notice of such additional amounts that are proposed payable pursuant to this Section 8.12 submitted by Lender to Borrower shall, absent manifest error, be due final, conclusive and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason binding for such additional amountsall purposes.

Taxes and Other Charges. (a) All payments and reimbursements to Lender made under any Each Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on Lender’s net income. If any Credit Party shall file, cause to be filed or obtain an extension of the time to file, all Tax returns and reports required by law to deduct any such amounts from be filed by it and will promptly pay or in respect of any sum payable under any Loan Document cause to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making paid all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if Taxes and governmental charges at any time after owing by it prior to the Closing same becoming delinquent, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which are, pursuant to the terms of any Lease, required to be paid by the Tenant thereunder directly to the applicable service provider) prior to the same becoming delinquent; provided that such Loan Party may contest in good faith any such Taxes, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as (i) unless the amount in dispute has previously been paid, the applicable Loan Party has set aside on its books (and, with respect to any change Borrower, in any existing lawthe Special Reserves Account) adequate reserves in accordance with GAAP, regulationand the non-payment or non-discharge of such Taxes, treaty assessments or directive other charges could not, individually or in the interpretation or application thereofaggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any new lawProperty or Collateral other than Permitted Liens, regulation, treaty or directive enacted or any interpretation or application thereof, or and (iii) compliance by Lender any Taxes, assessment or other charge determined to be due, together with any new interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request or new directive (whether or not having of the force of law) from any Governmental Authority after Administrative Agent, the date of Closing: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from any Loan Document or from payments directly received by the Lender from any Credit Party pursuant Borrowers shall post to the Loan Documents Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (except for net income taxes, franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which by number) as may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder); and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 it shall promptly notify Credit Parties of the event by reason of which Lender has become so entitled and contain a calculation of such additional amounts that are proposed to be due and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to understand the nature and purported reason for confirm that such additional amounts.Taxes have been paid on a timely basis. 128

Taxes and Other Charges. (a) All payments and reimbursements to Lender Agent, for its own account and/or for the benefit of Lenders, made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on each Lender’s 's net income. If Borrower or any Credit Party Guarantor, if any, shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to LenderAgent, for its own account and/or for the benefit of Lenders, then the sum payable to Lender Agent, for its own account and/or for the benefit of Lenders, shall be increased as may be necessary so that, after making all required deductions, each Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (ia) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (iib) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iiic) compliance by Agent or any Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (Ai) subjects Agent or such Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by to Agent, for its own account and/or for the Lender from benefit of Lenders, of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Agent and/or each Lender), or (Bii) imposes on Lender Agent or Lenders any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender Agent or Lenders of making or continuing or maintaining any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrower shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender Agent, for its own account and/or for the benefit of Lenders, any additional amounts necessary to compensate Agent and each Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Agent and/or such Lender. If Agent or any Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.13 it shall promptly notify Credit Parties Borrower of the event by reason of which Agent or such Lender has become so entitled entitled, and contain a calculation each such notice of additional amounts payable pursuant to this Section 6.13 submitted by Agent or such Lender to Borrower shall, absent manifest error, be prima facie evidence of such Obligations. Each of the Lenders (including registered assignees) that is organized under the laws of a jurisdiction other than the United States of America or a state thereof shall execute and deliver to Borrower and Agent one or more (as Borrower or Agent may reasonably request) United States Internal Revenue Service Forms W-9, W-8ECI or W-8BEN or such other forms or documents, appropriately completed, as may be applicable to establish that such Lender is exempt from withholding or deduction of income taxes. Notwithstanding any other provision of this paragraph, Borrower shall not be required to pay additional amounts to any Lender pursuant to this paragraph to the extent that are proposed the obligation to be due and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith pay such amounts would not have arisen but for the failure of such Lender to understand comply with the nature and purported reason for such additional amountsimmediately preceding sentence.

Taxes and Other Charges. (a) All payments and reimbursements to Lender Agent, for its own account and/or for the benefit of Lenders, made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on or measured by each Lender’s 's net income. If any Credit Party Borrower or any Guarantor, if any, shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to LenderAgent, for its own account and/or for the benefit of Lenders, then the sum payable to Lender Agent, for its own account and/or for the benefit of Lenders, shall be increased as may be necessary so that, after making all required deductions, each Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing or the making of any Advance (ia) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (iib) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iiic) compliance by Agent or any Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (Ai) subjects Agent or such Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by to Agent, for its own account and/or for the Lender from benefit of Lenders, of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Agent and/or each Lender), or (Bii) imposes on Lender Agent or Lenders any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender Agent or Lenders of making or continuing or maintaining any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrower shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender Agent, for its own account and/or for the benefit of Lenders, any additional amounts necessary to compensate Agent and each Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Agent and/or such Lender. If any Lender makes one or more claims for additional amounts pursuant to this Section 6.13 which either individually or in the aggregate result in the effective cost of funds on the Loans increasing by in excess of 20% percent per annum, then Borrowers may terminate this Agreement without any requirement to pay the Termination Fee; provided, that simultaneously with or prior to such termination there shall have been full performance and indefeasible payment in full in cash of all Obligations. If Agent or any Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.13 it shall promptly notify Credit Parties Borrower of the event by reason of which Agent or such Lender has become so entitled entitled, and contain a calculation each such notice of such additional amounts that are proposed payable pursuant to this Section 6.13 submitted by Agent or such Lender to Borrower shall, absent manifest error, be due final, conclusive and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason binding for such additional amountsall purposes.

Taxes and Other Charges. A. Tenant shall pay and discharge, punctually and when same shall become due and payable without penalty, all real estate taxes, personal property taxes, taxes based on vehicles utilizing parking areas in the Premises, taxes computed or based on rental income (aother than federal, state and municipal income taxes), environmental surcharges, privilege taxes, excise taxes, business and occupation taxes, gross sales and/or use taxes, occupational license taxes, water and sewer charges, assessments (including, but not limited to, its prorata share of assessments for public improvements or benefit; and all other governmental impositions and charges of every kind and nature whatsoever, whether or not now customary or within the contemplation of the parties hereto and regardless of whether the same shall be extraordinary or ordinary, general or special, unforeseen or foreseen, or similar or dissimilar to any of the foregoing (all of the foregoing being hereinafter collectively called "Tax" or "Taxes") All payments which, at any time during the Lease Term, shall be applicable to the Premises or assessed, levied or imposed upon the Premises or become due and reimbursements payable and a lien or charge upon the Premises, or any part thereof, under or by virtue of any present or future laws, statutes, ordinances, regulations or other requirements of any governmental authority whatsoever. The term "Environmental Surcharges" shall include any and all expenses, taxes, charge or penalties imposed by the Federal Environmental Protection Agency, the Federal Clean Air act or any regulations promulgated thereunder, or any other local, state or federal governmental agency or entity now or hereafter vested with the power to Lender made under any Loan Document impose taxes, assessments or other types of surcharges as a means of controlling or abating environmental pollution in regard to the use, operation or occupancy of the Premises. It is the intention of the parties that Landlord shall be free and clear of and without deduction for from all taxes, levies, imposts, deductions, assessments, charges or withholdings, such expenses and all liabilities with respect thereto such taxes and all other governmental impositions and charges of any every kind and nature whatsoever. Nothing in this Lease contained shall require Tenant to pay any franchise, excluding taxes to the extent estate, inheritance, transfer or excess profits tax imposed on Lender’s net income. If any Credit Party shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lenderupon Landlord; provided, then the sum payable to Lender shall be increased as may be necessary so thathowever, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, that if at any time after during the Closing Lease Term there should be levied, assessed and imposed (i) any change a tax, assessment, levy, imposition or charge, wholly or partially as a capital levy or otherwise based or measured in any existing law, regulation, treaty or directive whole or in part on the interpretation rent payable by Tenant under this Lease, or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereofa license fee measured by the rent payable by Tenant under this Lease, or (iii) compliance by Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of Closing: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from any Loan Document or from payments directly received by the Lender from any Credit Party pursuant to the Loan Documents (except for net income taxes, franchise taxes imposed other levy in lieu of net income or equivalent to any Tax set forth in this Article 10, then all such taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federalassessments, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender)levies, fees, impositions, or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender charges shall be paid by any government entity that are not directly related to the obligations hereunder); Tenant and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 it shall promptly notify Credit Parties of the event by reason of which Lender has become so entitled and contain a calculation of such additional amounts that are proposed be deemed to be due and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand included within the nature and purported reason term "Tax" for such additional amountsthe purposes hereof.

Taxes and Other Charges. (a) All payments and reimbursements to Lender made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on Lender’s net incomeincome or franchise. If any Credit Party Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing Date (i) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by the to Lender from of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrower shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.14 it shall promptly (but in any event within ninety (90) days of becoming aware thereof) notify Credit Parties Borrower of the event by reason of which Lender has become so entitled and contain a detailed calculation thereof, and each such notice of such additional amounts that are proposed payable pursuant to this Section 6.14 submitted by Lender to Borrower shall, absent manifest error, be due final, conclusive and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason binding for such additional amountsall purposes.

Taxes and Other Charges. (a) All payments and reimbursements to Lender Agent, for its own account and/or for the benefit of Lenders, made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on each Lender’s 's net income. If Borrower of any Credit Party Guarantor shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to LenderAgent, for its own account and/or for the benefit of Lenders, then the sum payable to Lender Agent, for its own account and/or for the benefit of Lenders, shall be increased as may be necessary so that, after making all required deductions, each Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing or the making of any Advance or funding of the Term Loan (ia) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (iib) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iiic) compliance by Agent or any Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (Ai) subjects Agent or such Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by to Agent, for its own account and/or for the Lender from benefit of Lenders, of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Agent and/or each Lender), or (Bii) imposes on Lender Agent or Lenders any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender Agent or Lenders of making or continuing or maintaining any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrower shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender Agent, for its own account and/or for the benefit of Lenders, any additional amounts necessary to compensate Agent and each Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Agent and/or such Lender. If Agent or any Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.13 it shall promptly notify Credit Parties Borrower of the event by reason of which Agent or such Lender has become so entitled entitled, and contain a calculation each such notice of such additional amounts that are proposed payable pursuant to this Section 6.13 submitted by Agent or such Lender to Borrower shall, absent manifest error, be final, conclusive and binding for all purposes. Without limiting or being limited by any other provision of any Loan Document, Borrower at all times shall retain and use a Person reasonably acceptable to Agent to process, manage and pay its payroll taxes and shall cause to be due delivered to Agent within ten (10) calendar days after the end of each Accounting Month a report of its payroll taxes for the immediately preceding Accounting Month and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason for such additional amountsevidence of payment thereof.

Taxes and Other Charges. (a) All payments and reimbursements to Lender Agent, for the benefit of Lenders, made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on each Lender’s net income. If any Credit Party Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to LenderAgent, for the benefit of Lenders, then the sum payable to Lender Agent, for the benefit of Lenders, shall be increased as may be necessary so that, after making all required deductions, each Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (ia) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (iib) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iiic) compliance by any Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (Ai) subjects such Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by to Agent, for the Lender from benefit of Lenders, of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of each Lender), or (Bii) imposes on Lender Lenders any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender Lenders of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrower shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender Agent, for the benefit of Lenders, any additional amounts necessary to compensate each Lender, on an after-tax basis, for such additional cost or reduced amount as determined by such Lender. If any Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.13 it shall promptly notify Credit Parties Borrower of the event by reason of which such Lender has become so entitled entitled, and contain a calculation each such notice of such additional amounts that are proposed payable pursuant to this Section 6.13 submitted by such Lender to Borrower shall, absent manifest error, be due final, conclusive and payable binding for all purposes. Without limiting or being limited by any other provision of any Loan Document, Borrower at all times shall retain and shall answer any questions use a commercially known and provide any explanation reasonably requested by Borrower in good faith professional payroll company to understand the nature process, manage and purported reason for such additional amountspay its payroll taxes.

Taxes and Other Charges. (a) All payments and reimbursements to Lender made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on Lender’s net income. If any Credit Party Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by the to Lender from of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrower shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.14 it shall promptly notify Credit Parties Borrower of the event by reason of which Lender has become so entitled entitled, and contain a calculation each such notice of such additional amounts that are proposed payable pursuant to this Section 6.14 submitted by Lender to Borrower shall, absent manifest error, be final, conclusive and binding for all purposes. Without limiting or being limited by any other provision of any Loan Document, Borrower at all times shall retain and use a Person acceptable to Lender to process, manage and pay its payroll taxes and shall cause to be due delivered to Lender within ten (10) calendar days after the end of each calendar month a report of its payroll taxes for the immediately preceding calendar month and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason for such additional amountsevidence of payment thereof.

Taxes and Other Charges. (a) All payments and reimbursements to Lender made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on Lender’s 's net income. If any Credit Party Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by the to Lender from of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrower shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.14 it shall promptly notify Credit Parties Borrower of the event by reason of which Lender has become so entitled entitled, and contain a calculation each such notice of such additional amounts that are proposed payable pursuant to this Section 6.14 submitted by Lender to Borrower shall, absent error, be final, conclusive and binding for all purposes. Without limiting or being limited by any other provision of any Loan Document, Borrower at all times shall retain and use a Person acceptable to Lender to process, manage and pay its payroll taxes and shall cause to be due delivered to Lender within ten (10) calendar days after the end of each calendar month a report of its U.S. payroll taxes for the immediately preceding calendar month and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason for such additional amountsevidence of payment thereof.

Taxes and Other Charges. (a) All Except as required by applicable law, all payments and reimbursements to Lender made under any Loan Document shall be free and clear of and without deduction or withholding for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding the following taxes to the extent imposed on or with respect to Lender or required to be withheld or deducted from a payment to Lender (i) taxes imposed on or measured by net income (however denominated), franchise taxes and branch profits taxes, in each case, (A) imposed as a result of Lender being organized under the laws of, having its principal office or its applicable lending office located in, the jurisdiction imposing such tax (or any political subdivision thereof) or (B) that are Other Connection Taxes, (ii) taxes attributable to Lender’s net income's failure to comply with Section 6.14(c) and (iii) any withholding Taxes imposed under FATCA (all such taxes that are not excluded in this sentence being “Indemnified Taxes”). If any Credit Party applicable law (as determined in the good faith discretion of the applicable Borrower) requires the deduction or withholding of any tax from any such payment by a Borrower, then the applicable Borrower shall be required by entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law to deduct any and, if such amounts from or in respect of any sum payable under any Loan Document to Lendertax is an Indemnified Tax, then the sum payable to Lender by the Borrower shall be increased as may be necessary so that, that after making all required deductionssuch deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section), Lender receives an amount equal to the sum it would have received had no such deductions deduction or withholding been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of Closing: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from any Loan Document or from payments directly received by the Lender from any Credit Party pursuant to the Loan Documents (except for net income taxes, franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder); and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 it shall promptly notify Credit Parties of the event by reason of which Lender has become so entitled and contain a calculation of such additional amounts that are proposed to be due and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason for such additional amounts.

Taxes and Other Charges. 4.1 Tenant agrees to pay and discharge as punctually as and when the same will become due and payable without penalty, all real estate taxes, personal property taxes, assessments (a) All payments including, but not limited to, assessments for public improvements or benefits), costs and reimbursements expenses which are due or accrue pursuant to Lender made any easement, declaration or other agreement of record, and all other governmental taxes, impositions and charges of every kind and nature, extraordinary or ordinary, general or special, unforeseen or foreseen, whether similar or dissimilar to any of the foregoing, which at any time during the Term will become due and payable by Landlord or Tenant and which are levied, assessed or imposed upon or with respect to or will become a lien upon, the Premises or any portion thereof, or any interest of Landlord or Tenant therein, under or by virtue of any Loan Document shall be free present or future law, statute, charter, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal or otherwise. Landlord agrees to pay and clear of and without deduction for discharge all taxes, levies, imposts, deductions, assessments, costs and expenses, impositions and charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on Lender’s net income. If any Credit Party shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of Closing: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from any Loan Document or from payments directly received by the Lender from any Credit Party pursuant to the Loan Documents (except for net income taxes, franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender kind above which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder); and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 it shall promptly notify Credit Parties of the event by reason of which Lender has become so entitled and contain a calculation of such additional amounts that are proposed to be due and payable and shall answer any questions which remain unpaid as of the date of this Lease, irrespective of when the same may have been levied, imposed or assessed, and provide any explanation reasonably requested by Borrower to discharge all liens which may be asserted against the Premises. It is the intention of the parties hereto that, insofar as the same may be lawfully done, except as otherwise provided herein, Landlord will be free from all costs, expenses and obligations and all such taxes, assessments, costs and expenses, impositions and charges, and that this Lease will yield net to Landlord not less than Base Rent reserved hereunder throughout the Term; except as specifically provided in good faith to understand the nature and purported reason for such additional amountsthis Lease.

Taxes and Other Charges. All real estate taxes and assessments and other taxes, fees and charges of every kind or nature, foreseen or unforeseen, which are levied, assessed or imposed upon Landlord and/or against the Premises, or any part thereof by any federal, state, county, regional, municipal or other governmental or quasi-public authority, together with any increases therein for any reason (a) All payments and reimbursements to Lender made under any Loan Document collectively, the “Taxes”), shall be free an operating cost and clear Tenant shall pay such operating costs to Landlord as provided in paragraph 16. Landlord reserves the right to xxxx Tenant for real property taxes separate from operating costs on an annual or semi-annual basis. By way of illustration and without deduction for all not limitation, “other taxes, leviesfees and charges” as used herein include any and all taxes payable by Landlord (other than state and federal personal or corporate income taxes measured by the net income of Landlord from all sources, imposts, deductions, assessments, charges or withholdingscapital gains taxes, and all liabilities with respect thereto premium taxes), whether or not now customary or within the contemplation of any nature whatsoeverthe parties hereto, excluding taxes to the extent imposed on Lender’s net income. If any Credit Party shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) upon, allocable to, or measured by the rent payable hereunder including, without limitation, any change in any existing lawgross income or excise tax levied by the local, regulation, treaty state or directive or in federal government with respect to the interpretation or application thereofreceipt of such rent, (ii) any new lawupon or with respect to the possession, regulationleasing, treaty operation, management, maintenance, alteration, repair, use or directive enacted occupancy by Tenant of the Premises or any interpretation or application part thereof, or (iii) compliance upon or measured by Lender the value of Tenant’s personal property or leasehold improvements located in the Premises, (iv) upon this transaction or any document to which Tenant is a party creating or transferring an interest or estate in the Premises, (v) upon or with any new request respect to vehicles, parking or new directive the number of persons employed in or about the Project, and (whether or not having the force of lawvi) from any Governmental Authority after the date of Closing: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from any Loan Document or from payments directly received by the Lender from any Credit Party pursuant to the Loan Documents (except for net income taxeslicense, franchise fee or other imposition upon Landlord which is otherwise measured by or based in whole or in part upon the Premises or any portion thereof. If Landlord contests any such tax, fee or charge, the cost and expense incurred by Landlord thereby (including, but not limited to, costs of attorneys and experts) shall also be operating costs and Tenant shall pay such operating costs to Landlord as provided in paragraph 16. Tenant agrees to pay, before delinquency, any and all taxes imposed levied or assessed during the term hereof upon Tenant’s equipment, furniture, fixtures and other personal property located in lieu of net income taxesthe Premises, including carpeting and any other taxes on the general affairs property installed by Tenant notwithstanding that such carpeting or other property has become a part of the Lender which may Premises. If any of Tenant’s personal property shall be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection assessed with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related Premises, Tenant shall pay to Landlord, as additional rent, the obligations hereunder); and the result of any of the foregoing is amount attributable to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties shall promptly, and in any event Tenant’s personal property within ten (10) Business days of Credit Party’s receipt of notice from Lender, pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 it shall promptly notify Credit Parties of the event by reason of which Lender has become so entitled and contain a calculation of such additional amounts that are proposed to be due and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason for such additional amounts.after receipt

Taxes and Other Charges. (a) All payments and reimbursements to Lender made by or on account of any obligation by Borrower under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on Lender’s net incomewhatsoever other than Excluded Taxes ("TAXES"). If any Credit Party shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, Lender then the sum payable to Lender shall be Loan and Security Agreement (Ashford) increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing or the making of any Advance (ia) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (iib) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iiic) compliance by Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (Ai) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by the to Lender from of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of LenderExcluded Taxes), or (Bc) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any or maintaining the Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrower shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.15 it shall promptly notify Credit Parties Borrower of the event by reason of which Lender has become so entitled entitled, and contain a calculation each such notice of such additional amounts that are proposed payable pursuant to this Section 6.15 submitted by Lender to Borrower shall, absent manifest error, be due final, conclusive and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason binding for such additional amountsall purposes.

Taxes and Other Charges. (a) All payments and reimbursements to Lender made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on Lender’s net income. If any Credit Party Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) any change in any existing applicable law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of Closing: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by the to Lender from of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment facility fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrower shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.13 it shall promptly notify Credit Parties Borrower of the event by reason of which Lender has become so entitled entitled, and contain a calculation each such notice of such additional amounts that are proposed payable pursuant to this Section 6.13 submitted by Lender to Borrower shall, absent manifest error, be final, conclusive and binding for all purposes. For purposes of this Section, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar 61 authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be due and payable and shall answer a “change in any questions and provide any explanation reasonably requested by Borrower in good faith to understand applicable Law”, regardless of the nature and purported reason for such additional amountsdate enacted, adopted or issued.

Taxes and Other Charges. (a) All payments and reimbursements to Lender made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on Lender’s net income. If any Credit Party Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of Closing: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by the to Lender from of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment facility fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrower shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.14 it shall promptly notify Credit Parties Borrower of the event by reason of which Lender has become so entitled entitled, and contain a calculation each such notice of such additional amounts payable pursuant to this Section 6.14 submitted by Lender to Borrower shall, absent manifest error, be final, conclusive and binding for all purposes. Borrowers shall not be required to compensate Lender pursuant to the foregoing provisions of this Section 6.14 for any increased costs incurred or reductions suffered more than six months prior to the date that Lender notifies Borrower of the change in law giving rise to such increased costs or reductions and of Lender’s intention to claim compensation therefor. Also, Lender shall not be permitted to make a claim against Borrower under this Section 6.14 unless Lender is making similar claims against other borrowers of Lender to the extent such borrowers are proposed similarly situated as Borrower. In addition, if Lender is requesting compensation under this Section 6.14, Borrower shall have the right to be prepay the Loan, in whole but not in part, prior to the end of the Term, by paying the outstanding principal balance of the Loan, together with all accrued and unpaid interest and all other amounts due hereunder and payable and shall answer the other Loan Documents, but without the payment of the applicable Minimum Termination Fee or of any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason for such additional amountsother penalty or premium.

Taxes and Other Charges. (a) All payments and reimbursements to Lender made under any Each Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on Lender’s net income. If any Credit Party shall file, cause to be filed or obtain an extension of the time to file, all Tax returns and reports required by law to deduct any such amounts from be filed by it and will promptly pay or in respect of any sum payable under any Loan Document cause to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making paid all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if Taxes and governmental charges at any time after owing by it prior to the Closing same becoming delinquent, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which are, pursuant to the terms of any Lease, required to be paid by the Tenant thereunder directly to the applicable service provider) prior to the same becoming delinquent; provided that such Loan Party may contest in good faith any such Taxes, assessments and other charges and, in such event, may permit the Taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as (i) unless the amount in dispute has previously been paid, the applicable Loan Party has set aside on its books (and, with respect to any change Borrower, in any existing lawthe Special Reserves Account) adequate reserves in accordance with GAAP, regulationand the non-payment or non-discharge of such Taxes, treaty assessments or directive other charges could not, individually or in the interpretation or application thereofaggregate, reasonably be expected to have a Material Adverse Effect, (ii) enforcement of the contested Taxes, assessment or other charge is effectively stayed for the entire duration of such contest and no Lien is imposed on any new lawProperty or Collateral other than Permitted Liens, regulation, treaty or directive enacted or any interpretation or application thereof, or and (iii) compliance by Lender any Taxes, assessment or other charge determined to be due, together with any new interest or penalties thereon, is promptly paid as required after final resolution of such contest. Promptly upon request or new directive (whether or not having of the force of law) from any Governmental Authority after Administrative Agent, the date of Closing: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from any Loan Document or from payments directly received by the Lender from any Credit Party pursuant Borrowers shall post to the Loan Documents Administrative Agent’s online data room receipts evidencing payment of all Taxes due in respect of such sample of Financed Properties (except for net income taxes, franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which by number) as may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder); and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 it shall promptly notify Credit Parties of the event by reason of which Lender has become so entitled and contain a calculation of such additional amounts that are proposed to be due and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith the Administrative Agent, which receipts shall be reviewed by the Diligence Agent to understand the nature and purported reason for confirm that such additional amounts.Taxes have been paid on a timely basis. ​ 128 ​

Taxes and Other Charges. (a) All payments and reimbursements to Lender made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on Lender’s 's net income and franchise taxes imposed in lieu of taxes on net income. If any Credit Party Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by the to Lender from of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrower shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.14 ------------ it shall promptly notify Credit Parties Borrower of the event by reason of which Lender has become so entitled entitled, and contain each such notice of additional amounts payable pursuant to this Section 6.14 submitted by Lender to Borrower shall, absent manifest ------------ error, be final, conclusive and binding for all purposes. Without limiting or being limited by any other provision of any Loan Document, Borrower at all times shall retain and use a calculation Person acceptable to Lender to process, manage and pay its payroll taxes and shall cause to be delivered to Lender, within ten (10) calendar days after such Person provides Borrower with a report and evidence of payment of such additional amounts that are proposed payroll taxes (which Borrower shall require such Person to be due deliver no less often than once per quarter), a copy of such report and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason for such additional amountsrelated evidence.

Taxes and Other Charges. A. Tenant shall pay and discharge, punctually and when same shall become due and payable without penalty, Tenant's Share of all real estate taxes, personal property taxes, taxes based on vehicles utilizing parking areas in the Premises, taxes computed or based on rental income (aother than federal, state and municipal income taxes), environmental surcharges, privilege taxes, excise taxes, business and occupation taxes, gross sales and/or use taxes, excise taxes, business and occupation taxes, gross sales and/or use taxes, occupational license taxes, water and sewer charges, assessments (including, but not limited to, assessments for public improvements or benefit; and all other governmental impositions and charges of every kind and nature whatsoever, whether or not now customary or within the contemplation of the parties hereto and regardless of whether the same shall be extraordinary or ordinary, general or special, unforeseen or foreseen, or similar or dissimilar to any of the foregoing (all of the foregoing being hereinafter collectively called "Tax" or "Taxes") All payments which, at any time during the Lease Term, shall be applicable to the Premises or assessed, levied or imposed upon the Premise, or any part thereof, under or by virtue of any present or future laws, statutes, ordinances, regulations or other requirements of any governmental authority whatsoever. The term "Environmental Surcharges" shall include any and reimbursements all expenses, taxes, charge or penalties imposed by the Federal Environmental Protection Agency, the Federal Clean Air Act or any regulations promulgated thereunder, or any other local, state or federal governmental agency or entity now or hereafter vested with the power to Lender made under any Loan Document impose taxes, assessments or other types of surcharges as a means of controlling or abating environmental pollution in regard to Tenant's particular use, operation or occupancy of the Premises. It is the intention of the parties that Landlord shall be free and clear of and without deduction for from all taxes, levies, imposts, deductions, assessments, charges or withholdings, such expenses and all liabilities with respect thereto such taxes and all other governmental impositions and charges of any every kind and nature whatsoever. Nothing in this Lease contained shall require Tenant to pay any franchise, excluding taxes to the extent estate, inheritance, gift, transfer, excess profits tax imposed on Lender’s net income. If any Credit Party shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lenderupon Landlord; provided, then the sum payable to Lender shall be increased as may be necessary so thathowever, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, that if at any time after during the Closing Lease Term there should be levied, assessed and imposed (i) any change a tax, assessment, levy, imposition or charge, wholly or partially as a capital levy or otherwise, based or measured in any existing law, regulation, treaty or directive whole or in part on the interpretation rent payable by Tenant under this Lease, or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereofa license fee measured by the rent payable by Tenant under this Lease, or (iii) compliance by Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of Closing: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from any Loan Document or from payments directly received by the Lender from any Credit Party pursuant to the Loan Documents (except for net income taxes, franchise taxes imposed other levy in lieu of net income or equivalent to any Tax set forth in this Article 10, then all such taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federalassessments, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender)levies, fees, impositions, or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender charges shall be paid by any government entity that are not directly related to the obligations hereunder); Tenant and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 it shall promptly notify Credit Parties of the event by reason of which Lender has become so entitled and contain a calculation of such additional amounts that are proposed be deemed to be due and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand included within the nature and purported reason term "Tax" for such additional amountsthe purposes hereof.

Taxes and Other Charges. (a) All payments and reimbursements to Lender made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on Lender’s net income and franchise taxes imposed in lieu of taxes on net income. If any Credit Party Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by the to Lender from of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrower shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.14 it shall promptly notify Credit Parties Borrower of the event by reason of which Lender has become so entitled entitled, and contain each such notice of additional amounts payable pursuant to this Section 6.14 submitted by Lender to Borrower shall, absent manifest error, be final, conclusive and binding for all purposes. Without limiting or being limited by any other provision of any Loan Document, Borrower at all times shall retain and use a calculation Person acceptable to Lender to process, manage and pay its payroll taxes and shall cause to be delivered to Lender, within ten (10) calendar days after such Person provides Borrower with a report and evidence of payment of such additional amounts that are proposed payroll taxes (which Borrower shall require such Person to be due deliver no less often than once per quarter), a copy of such report and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason for such additional amountsrelated evidence.

Taxes and Other Charges. (a) All payments and reimbursements to Lender Agent, for the benefit of Lenders, made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on each Lender’s 's net income or franchise taxes imposed in lieu of taxes on net income. If any Credit Party Borrowers shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to LenderAgent, for the benefit of Lenders, then the sum payable to Lender Agent, for the benefit of Lenders, shall be increased as may be necessary so that, after making all required deductions, each Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (ia) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (iib) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iiic) compliance by Agent or any Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (Ai) subjects Agent or such Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by to Agent, for the Lender from benefit of Lenders, of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Agent and/or each Lender), or (Bii) imposes on Lender Agent or Lenders any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender Agent or Lenders of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrowers shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender Agent, for the benefit of Lenders, any additional amounts necessary to compensate Agent and each Lender, on an after-tax basis, for such additional cost or reduced amount as determined by such Lender; provided that the Borrowers shall not be obligated to compensate the Agent or any Lender for any such additional amounts that relate to a period prior to 180 days before the date of notice from the Agent or the applicable Lender of such additional cost. If Agent or any Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.13 it shall promptly notify Credit Parties Borrowing Agent of the event by reason of which Agent or such Lender has become so entitled entitled, and contain a calculation each such notice of such additional amounts that are proposed payable pursuant to this Section 6.13 submitted by Agent or such Lender to Borrowers shall, absent manifest error, be final, conclusive and binding for all purposes. At the request of Agent, Borrowers shall cause to be due and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith delivered to understand Agent within ten (10) calendar days after the nature and purported reason end of each calendar month a report of ADP wire transfers evidencing payment of payroll taxes for such additional amountsthe immediately preceding calendar month.

Taxes and Other Charges. (a) All payments and reimbursements to Lender made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on Lender’s 's net income. If any Credit Party Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: generally applicable to lender similar to Lender (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by the to Lender from of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrower shall promptly, and in any event pay to Lender within ten thirty (1030) Business days of Credit Party’s receipt of notice from Lender, pay to upon Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.14 it shall promptly notify Credit Parties Borrower of the event by reason of which Lender has become so entitled entitled, and contain a calculation each such notice of such additional amounts that are proposed payable pursuant to this Section 6.14 submitted by Lender to Borrower shall, absent manifest error, be presumptive and conclusive for all purposes. Without limiting or being limited by any other provision of any Loan Document, Borrower at all times shall retain and use a Person acceptable to Lender to process, manage and pay its payroll taxes and shall cause to be due delivered to Lender within fifteen (15) calendar days after the end of each calendar quarter a report of its payroll taxes for the immediately preceding calendar quarter and payable and shall answer any questions and provide any explanation reasonably requested evidence of payment thereof by Borrower in good faith to understand providing copies of the nature and purported reason for such additional amountsreports of payroll taxes provided by ADP or other service provider.

Taxes and Other Charges. (a) All payments and reimbursements to Lender Agent and/or Lenders made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoeverwhatsoever (“Taxes”), excluding taxes to the extent imposed on LenderAgent’s net incomeand/or Lenders’ income or profits. If any Credit Party Borrowers shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to LenderAgent and/or Lenders, then the sum payable to Lender Agent and/or Lenders shall be increased as may be necessary so that, after making all required deductions, Lender Agent and/or such Lender, as applicable, receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing Date (ia) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (iib) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iiic) compliance by Lender Agent and Lenders with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of Closinggovernmental authority: (Ai) subjects Agent and/or any Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by the to Agent and/or any Lender from of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, franchise taxes imposed in lieu of net income taxes, and or other similar tax upon income or profits of Agent or any other taxes on the general affairs of the Lender which may be Lender, imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income or profits of Agent and/or such Lender), or (Bii) imposes on Agent and/or any Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Agent and/or any Lender of making or continuing or maintaining any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrowers shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender Agent and/or such Lenders, as applicable, any additional amounts necessary to compensate Agent and/or such Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Agent and/or such Lender. If Agent or any Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 2.10 it shall promptly notify Credit Parties Borrowers of the event by reason of which Agent and/or such Lender has claims to become so entitled and contain provide such other information regarding the matter as Borrowers may reasonably request for the purpose of confirming the claim. Borrowers shall be afforded a calculation of such additional amounts that are proposed reasonable opportunity to be due review and payable and shall answer any questions and provide any explanation reasonably requested by Borrower contest in good faith to understand the nature and purported reason for such applicability of any new law, regulation, treaty or directive enacted or any interpretation or application thereof that imposes any new or additional amountsobligation upon Borrowers as contemplated by this Section 2.10.

Taxes and Other Charges. (a) All payments and reimbursements to Lender made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on Lender’s net income. If any Credit Party Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by the to Lender from of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrower shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender any additional amounts reasonably necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as reasonably determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.14 it shall promptly notify Credit Parties Borrower of the event by reason of which Lender has become so entitled entitled, and contain a calculation each such notice of such additional amounts that are proposed payable pursuant to this Section 6.14 submitted by Lender to Borrower shall, absent manifest error, be due final, conclusive and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason binding for such additional amountsall purposes.

Taxes and Other Charges. (a) All payments and reimbursements to Lender made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on Lender’s 's net income. If any Credit Party Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender with any new request or new directive (whether or not riot having the force of law) from any Governmental Authority after the date of ClosingAuthority: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by the to Lender from of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrowers shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.24 (Taxes and Other Charges) it shall promptly notify Credit Parties Borrowers of the event by reason of which Lender has become so entitled entitled, and contain a calculation each such notice of such additional amounts that are proposed payable pursuant to this Section 6.24 (Taxes and Other Charges) submitted by Lender to Borrowers shall, absent manifest error, be due final, conclusive and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason binding for such additional amountsall purposes.

Taxes and Other Charges. (a) All payments and reimbursements to Lender made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on Lender’s 's net incomeincome or franchise. If any Credit Party Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by the to Lender from of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrower shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.14 it shall promptly (but in any event within ninety (90) days of becoming aware thereof) notify Credit Parties Borrower of the event by reason of which Lender has become so entitled and contain a detailed calculation thereof, and each such notice of such additional amounts that are proposed payable pursuant to this Section 6.14 submitted by Lender to Borrower shall, absent manifest error, be due final, conclusive and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason binding for such additional amountsall purposes.

Taxes and Other Charges. (a) All payments and reimbursements to Lender made under this Agreement or any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoeverwhatsoever (“Taxes”), excluding taxes to the extent imposed on Lender’s net income. If any Credit Party Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable under this Agreement or any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of this Agreement or any Loan Document, if at any time after the Closing or the making of any Advance (ia) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (iib) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iiic) compliance by Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingApplicable Law: (Ai) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to this Agreement or any Loan Document Document, or from changes the basis of taxation of payments directly received by the to Lender from of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (Bii) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing or maintaining any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrower shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 2.8 it shall promptly notify Credit Parties notify, in reasonable detail, Borrower of the event by reason of which Lender has become so entitled entitled, and contain a calculation each such notice of additional amounts payable pursuant to this Section 2.8 submitted by Lender to Borrower shall, absent manifest error, be final, conclusive and binding for all purposes. Notwithstanding the foregoing, in the event Lender requests Borrower pay the amounts required pursuant to this Section 2.8, Borrower shall have the right following ninety (90) Business Days of Borrower’s receipt of such additional request, to prepay the Loan in whole, but not in part, and terminate this Agreement without paying any prepayment premium described in Section 2.3(c) hereof; provided Borrower shall pay to Lender within thirty (30) Business Days of Borrower’s receipt of such request all such amounts that are proposed required pursuant to be due this Section 2.8 for the period of time prior to Borrower prepaying the Loan in full and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason for such additional amounts.terminating this Agreement. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

Taxes and Other Charges. (a) All payments and reimbursements to Lender made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on Lender’s 's net income. If any Credit Party Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by the to Lender from of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or 146 participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrower shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.14 it shall promptly notify Credit Parties Borrower of the event by reason of which Lender has become so entitled entitled, and contain a calculation each such notice of such additional amounts that are proposed payable pursuant to this Section 6.14 submitted by Lender to Borrower shall, absent manifest error, be final, conclusive and binding for all purposes. Without limiting or being limited by any other provision of any Loan Document, each Borrower at all times shall retain and use a Person acceptable to Lender to process, manage and pay its payroll taxes and shall cause to be due delivered to Lender within ten (10) calendar days after the end of each calendar month a report of its payroll taxes for the immediately preceding calendar month and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason for such additional amountsevidence of payment thereof.

Taxes and Other Charges. (a) All payments and reimbursements to Lender made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on Lender’s net income. If any Credit Party Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) any change in any existing applicable law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of Closing: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by the to Lender from of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment facility fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrower shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.13 it shall promptly notify Credit Parties Borrower of the event by reason of which Lender has become so entitled entitled, and contain a calculation each such notice of such additional amounts that are proposed payable pursuant to this Section 6.13 submitted by Lender to Borrower shall, absent manifest error, be final, conclusive and binding for all purposes. For purposes of this Section, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be due and payable and shall answer a “change in any questions and provide any explanation reasonably requested by Borrower in good faith to understand applicable Law”, regardless of the nature and purported reason for such additional amountsdate enacted, adopted or issued.

Taxes and Other Charges. (a) All payments and reimbursements to Lender made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on Lender’s 's net income. If any Credit Party Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: generally applicable to lender similar to Lender (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by the to Lender from of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrower shall promptly, and in any event pay to Lender within ten thirty (1030) Business days of Credit Party’s receipt of notice from Lender, pay to upon Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.14 it shall promptly notify Credit Parties Borrower of the event by reason of which Lender has become so entitled entitled, and contain a calculation each such notice of such additional amounts that are proposed payable pursuant to this Section 6.14 submitted by Lender to Borrower shall, absent manifest error, be presumptive and conclusive for all purposes. Without limiting or being limited by any other provision of any Loan Document, Borrower at all times shall retain and use a Person acceptable to Lender to process, manage and pay its payroll taxes and shall cause to be due delivered to Lender within fifteen (15) calendar days after the end of each calendar quarter a report of its payroll taxes for the immediately preceding calendar quarter and payable and shall answer any questions and provide any explanation reasonably requested evidence of payment thereof by Borrower in good faith to understand providing copies of the nature and purported reason for such additional amountsreports of payroll taxes provided by ADP or other service provider.

Taxes and Other Charges. (a) All payments and reimbursements to Lender Agent, for the benefit of Lenders, made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on each Lender’s 's net income. If any Credit Party Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to LenderAgent, for the benefit of Lenders, then the sum payable to Lender Agent, for the benefit of Lenders, shall be increased as may be necessary so that, after making all required deductions, each Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (ia) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (iib) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iiic) compliance by any Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (Ai) subjects such Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by to Agent, for the Lender from benefit of Lenders, of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of each Lender), or (Bii) imposes on Lender Lenders any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender Lenders of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrower shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender Agent, for the benefit of Lenders, any additional amounts necessary to compensate each Lender, on an after-tax basis, for such additional cost or reduced amount as determined by such Lender. If any Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.13 it shall promptly notify Credit Parties Borrower of the event by reason of which such Lender has become so entitled entitled, and contain a calculation each such notice of such additional amounts that are proposed payable pursuant to this Section 6.13 submitted by such Lender to Borrower shall, absent manifest error, be due final, conclusive and payable binding for all purposes. Without limiting or being limited by any other provision of any Loan Document, Borrower at all times shall retain and shall answer any questions use a commercially known and provide any explanation reasonably requested by Borrower in good faith professional payroll company to understand the nature process, manage and purported reason for such additional amountspay its payroll taxes.

Taxes and Other Charges. (a) All payments and reimbursements to Lender made under this Agreement or any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoeverwhatsoever ("TAXES"), excluding taxes to the extent imposed on Lender’s 's net income. If any Credit Party Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable under this Agreement or any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of this Agreement or any Loan Document, if at any time after the Closing or the making of any Advance (ia) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (iib) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iiic) compliance by Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingApplicable Law: (Ai) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to this Agreement or any Loan Document Document, or from changes the basis of taxation of payments directly received by the to Lender from of LOAN AND SECURITY AGREEMENT any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (Bii) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing or maintaining any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrower shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 2.8 it shall promptly notify Credit Parties notify, in reasonable detail, Borrower of the event by reason of which Lender has become so entitled entitled, and contain a calculation each such notice of additional amounts payable pursuant to this Section 2.8 submitted by Lender to Borrower shall, absent manifest error, be final, conclusive and binding for all purposes. Notwithstanding the foregoing, in the event Lender requests Borrower pay the amounts required pursuant to this Section 2.8, Borrower shall have the right following ninety (90) Business Days of Borrower's receipt of such additional request, to prepay the Loan in whole, but not in part, and terminate this Agreement without paying any prepayment premium described in Section 2.3(c) hereof; provided Borrower shall pay to Lender within thirty (30) Business Days of Borrower's receipt of such request all such amounts that are proposed required pursuant to be due this Section 2.8 for the period of time prior to Borrower prepaying the Loan in full and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason for such additional amountsterminating this Agreement.

Taxes and Other Charges. (a) All payments and reimbursements to Lender Debenture Holder made under any Loan Debenture Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on LenderDebenture Holder’s net income. If any Credit Party the Obligors shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Debenture Document to LenderDebenture Holder, then the sum payable to Lender Debenture Holder shall be increased as may be necessary so that, after making all required deductions, Lender Debenture Holder receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Debenture Document, if at any time after the Closing (i) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender Debenture Holder with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (A) subjects Lender Debenture Holder to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Debenture Document, or from changes the basis of taxation of payments directly received by the Lender from to Debenture Holder of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of LenderDebenture Holder), or (B) imposes on Lender Debenture Holder any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder); and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereundertherein, then, in any such case, Credit Parties the Obligors shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender Debenture Holder any additional amounts necessary to compensate LenderDebenture Holder, on an after-tax basis, for such additional cost or reduced amount as determined by LenderDebenture Holder. If Lender Debenture Holder becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.14 it shall promptly notify Credit Parties the Obligors of the event by reason of which Lender Debenture Holder has become so entitled entitled, and contain a calculation each such notice of such additional amounts that are proposed payable pursuant to this Section 6.14 submitted by Debenture Holder to the Obligors shall, absent manifest error, be due final, conclusive and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason binding for such additional amountsall purposes.

Taxes and Other Charges. (a) All payments and reimbursements to Lender Agent, for the benefit of Lenders, made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on each Lender’s 's net income. If any Credit Party Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to LenderAgent, for the benefit of Lenders, then the sum payable to Lender Agent, for the benefit of Lenders, shall be increased as may be necessary so that, after making all required deductions, each Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (ia) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (iib) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iiic) compliance by any Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (Ai) subjects such Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by to Agent, for the Lender from benefit of Lenders, of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of each Lender), or (Bii) imposes on Lender Lenders any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender Lenders of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrower shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender Agent, for the benefit of itself and the Lenders, any additional amounts necessary to compensate each Lender, on an after-tax basis, for such additional cost or reduced amount as determined by such Lender. If any Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.14 it shall promptly notify Credit Parties Borrower of the event by reason of which such Lender has become so entitled entitled, and contain a calculation each such notice of such additional amounts that are proposed payable pursuant to this Section 6.14 submitted by such Lender to Borrower shall, absent manifest error, be final, conclusive and binding for all purposes. Without limiting or being limited by any other provision of any Loan Document, Borrower at all times shall retain and use a Person acceptable to Agent to process, manage and pay its payroll taxes and shall cause to be due delivered to Agent and payable each Lender within ten calendar days after the end of each calendar month a report of its payroll taxes for the immediately preceding calendar month and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason for such additional amountsevidence of payment thereof.

Taxes and Other Charges. (a) All payments and reimbursements to Lender Agent, for its own account and for the benefit of Lenders, made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on each Lender’s net income. If any Credit Party shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to LenderAgent, for its own account and for the benefit of Lenders, then the sum payable to Lender Agent, for its own account and for the benefit of Lenders, shall be increased as may be necessary so that, after making all required deductions, each Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing or the making of any Advance or funding of the Term Loans (ia) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (iib) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iiic) compliance by Agent or any Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (Ai) subjects Agent or such Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by to Agent, for its own account and for the Lender from benefit of Lenders, of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Agent and each Lender), or (Bii) imposes on Lender Agent or Lenders any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender Agent or Lenders of making or continuing or maintaining any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, the Credit Parties shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender Agent, for its own account and/or for the benefit of Lenders, any additional amounts necessary to compensate Agent and/or each Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Agent and such Lender. If Agent or any Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.12 it shall promptly notify the Credit Parties of the event by reason of which Agent or such Lender has become so entitled entitled, and contain a calculation each such notice of such additional amounts that are proposed payable pursuant to this Section 6.12 submitted by Agent or such Lender to the Credit Parties shall, absent manifest error, be due final, conclusive and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason binding for such additional amountsall purposes.

Taxes and Other Charges. (a) All payments real estate taxes and reimbursements to Lender made under assessments and other taxes, fees and charges of every kind or nature, foreseen or unforeseen, which are levied, assessed or imposed upon Landlord and/or against the Premises, building, Common Area or Project, or any Loan Document part thereof by any federal, state, county, regional, municipal or other governmental or quasi-public authority, together with any increases therein for any reason, shall be free a common area charge for which Tenant shall pay its percentage share as provided in paragraph 16. By way of illustration and clear of and without deduction for all not limitation, “other taxes, levies, imposts, deductions, assessments, charges fees and charges” as used herein include any and all taxes payable by Landlord (other than state and federal personal or withholdingscorporate income taxes measured by the net income of Landlord from all sources, and all liabilities with respect thereto premium taxes), whether or not now customary or within the contemplation of any nature whatsoeverthe parties hereto, excluding taxes to the extent imposed on Lender’s net income. If any Credit Party shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) upon, allocable to, or measured by the rent payable hereunder, including, without limitation, any change in any existing lawgross income or excise tax levied by the local, regulation, treaty state or directive or in federal government with respect to the interpretation or application thereofreceipt of such rent, (ii) any new lawupon or with respect to the possession, regulationleasing, treaty operation, management, maintenance, alteration, repair, use or directive enacted occupancy by Tenant of the Premises or any interpretation or application part thereof, or (iii) compliance upon or measured by Lender the value of Tenant’s personal property or leasehold improvements located in the Premises, (iv) upon this transaction or any document to which Tenant is a party creating or transferring an interest or estate in the Premises, (v) upon or with respect to vehicles, parking or the number of persons employed in or about the Project, and (vi) any new request tax, license, franchise fee or new directive other imposition upon Landlord which is otherwise measured by or based in whole or in part upon the Project or any portion thereof. If Landlord contests any such tax, fee or charge, the cost and expense incurred by Landlord thereby (including, but not limited to, costs of attorneys and experts) in an amount not to exceed Tenant’s percentage share of any tax reduction resulting therefrom, shall also be a common area charge for which Tenant shall pay its percentage share as provided in paragraph 16. In the event the Premises and any improvements installed therein by Tenant or Landlord are valued by the assessor disproportionately higher than those of other tenants in the building or Project or in the event alterations or improvements are made by Tenant to the Premises, Xxxxxx’s percentage share of such taxes, assessments, fees and/or charges shall be readjusted upward accordingly and Xxxxxx agrees to pay such readjusted share. Such determination shall be made by Xxxxxxxx from the respective valuations assigned in the assessor’s work sheet or such other information as may be reasonably available and Landlord’s reasonable determination thereof shall be conclusive absent manifest error. Xxxxxx agrees to pay, before delinquency, any and all taxes levied or assessed during the term hereof upon Tenant’s equipment, furniture, fixtures and other personal property located in the Premises, including carpeting and other property installed by Tenant whether or not having the force of law) from any Governmental Authority after the date of Closing: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge such carpeting or withholding of any kind whatsoever directly arising from any Loan Document or from payments directly received by the Lender from any Credit Party pursuant to the Loan Documents (except for net income taxes, franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs property has become a part of the Lender which may Premises. If any of Tenant’s personal property shall be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection assessed with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related Project, Tenant shall pay to Landlord, as additional rent, the obligations hereunder); and the result of any of the foregoing is amount attributable to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties shall promptly, and in any event Tenant’s personal property within ten (10) Business days of Credit Party’s after receipt of notice a written statement from Lender, pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced Landlord setting forth the amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 it shall promptly notify Credit Parties of the event by reason of which Lender has become so entitled and contain a calculation of such additional amounts that are proposed taxes, assessments and public charges attributable to be due and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason for such additional amountsXxxxxx’s personal property.

Taxes and Other Charges. (a) All payments and reimbursements to Lender Agent, for its own account and/or for the benefit of Lenders, made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on each Lender’s 's net income. If any Credit Party Borrower or any Guarantor shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to LenderAgent, for its own account and/or for the benefit of Lenders, then the sum payable to Lender Agent, for its own account and/or for the benefit of Lenders, shall be increased as may be necessary so that, after making all required deductions, each Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing or the making of any Advance or funding of the Term Loan (ia) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (iib) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iiic) compliance by Agent or any Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (Ai) subjects Agent or such Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by to Agent, for its own account and/or for the Lender from benefit of Lenders, of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Agent and/or each Lender), or (Bii) imposes on Lender Agent or Lenders any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender Agent or Lenders of making or continuing or maintaining any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrowers shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender Agent, for its own account and/or for the benefit of Lenders, any additional amounts necessary to compensate Agent and each Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Agent and/or such Lender. If Agent or any Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.13 it shall promptly notify Credit Parties Borrowers of the event by reason of which Agent or such Lender has become so entitled entitled, and contain a calculation each such notice of such additional amounts that are proposed payable pursuant to this Section 6.13 submitted by Agent or such Lender to Borrowers shall, absent manifest error, be due final, conclusive and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason binding for such additional amountsall purposes.

Taxes and Other Charges. (a) All payments real estate taxes and reimbursements to Lender made under assessments ----------------------- and other taxes, fees and charges of every kind or nature, foreseen or unforeseen, which are levied, assessed or imposed upon Landlord and/or against the Premises, building, Common Area or Project or any Loan Document part thereof by any federal, state, county, regional, municipal or other governmental or quasi- governmental authority or special district authority, together with any increases therein whether resulting from increased rate and/or valuation shall be free a direct expense and clear Tenant shall pay its percentage share of such costs to Landlord as provided in paragraphs 4 and without deduction for all 5. By way of illustration and not limitation, "other taxes, levies, imposts, deductions, assessments, charges fees and charges" as used herein include any and all taxes payable by Landlord (other than state and federal personal or withholdingscorporate income taxes measured b the net income of Landlord from all sources, and all liabilities with respect thereto premium taxes), whether or not now customary or within the contemplation of any nature whatsoeverthe parties hereto, excluding taxes to the extent imposed on Lender’s net income. If any Credit Party shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) upon, allocable to, or measured by the rent payable hereunder,including, without limitation, any change in any existing lawgross income or excise tax levied by the local, regulation, treaty state or directive or in federal government with respect to the interpretation or application thereofreceipt of such rent, (ii) any new lawupon or with respect to the possession, regulationleasing, treaty operation, management, maintenance, alteration, repair, use or directive enacted occupancy by Tenant of the Premises or any interpretation or application part thereof, or (iii) compliance upon or measured by Lender the value of Tenant's personal property or leasehold improvements located in the Premises, (iv) upon this transaction or any document to which Tenant is a party creating or transferring an interest or estate in the Premises, (v) upon or with any new request respect to vehicles, parking or new directive the number of persons employed on or about the Project, and (whether or not having the force of lawvi) from any Governmental Authority after the date of Closing: (A) subjects Lender to any tax, levylicense, impostfranchise fee or other imposition upon Landlord which is otherwise measured by or based in whole or in part upon the Project or any portion thereof. If Landlord contests any such tax, deductionfee or charge, assessmentthe cost and expense incurred by Landlord (including, charge but not limited to, costs of attorneys and experts) thereby shall also be direct expenses and Tenant shall pay its percentage share of such costs to Landlord as provided in paragraphs 4 and 5. In the event the Premises and any improvements installed therein by Tenant or withholding of any kind whatsoever directly arising from any Loan Document or from payments directly received Landlord are valued by the Lender from any Credit Party pursuant assessor disproportionately higher than those of other tenants in the building or Project or in the event alterations or improvements are made to the Loan Documents (except for net income Premises, Tenant's percentage share of such taxes, franchise assessments, fees and/or charges shall be readjusted upward accordingly and Tenant agrees to pay such readjusted share. Such determination shall be made by Landlord from the respective valuations assigned in the assessor's work sheet or such other information as may be reasonably available and Landlord's determination thereof shall be conclusive. Tenant agrees to pay, before delinquency, any and all taxes imposed levied or assessed during the term hereof upon Tenant's equipment, furniture, fixtures and other personal property located in lieu of net income taxesthe Premises, including carpeting and any other taxes on the general affairs property installed by Tenant notwithstanding that such carpeting or other property has become a part of the Lender which may Premises. If any of Tenant's personal property shall be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection assessed with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related Project, Tenant shall pay to Landlord, as additional rent, the obligations hereunder); and the result of any of the foregoing is amounts attributable to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties shall promptly, and in any event Tenant's personal property within ten (10) Business days of Credit Party’s after receipt of notice a written statement from Lender, pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced Landlord setting forth the amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 it shall promptly notify Credit Parties of the event by reason of which Lender has become so entitled and contain a calculation of such additional amounts that are proposed taxes, assessments and public charges attributable to be due and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason for such additional amountsTenant's personal property.

Taxes and Other Charges. (a) All payments real estate taxes and reimbursements to Lender made under assessments and other taxes, fees and charges of every kind or nature levied or assessed against the Project or any Loan Document part thereof during the term by any federal, state, county, regional, municipal or other governmental or quasi-public authority shall be free a Common Area Charge and clear payable by Tenant as set forth in paragraph 16. To the extent that any taxes set forth in this paragraph 13 for which Tenant is responsible decrease, Tenant's proportionate share of such taxes shall be reduced accordingly by means of reducing Tenant's share of the Common Area charge. By way of illustration and without deduction for all not limitation, "other taxes, levies, imposts, deductions, assessments, charges or withholdings, fees and charges" as used herein include any and all liabilities with respect thereto taxes payable by Landlord (other than state and federal personal or corporate income taxes measured by the net income of any nature whatsoeverLandlord from all sources, excluding premium taxes to or Landlord's franchise, estate, inheritance, successions, or gift taxes), whether or not now customary or within the extent imposed on Lender’s net income. If any Credit Party shall be required by law to deduct any such amounts from or in respect contemplation of any sum payable under any Loan Document to Lenderthe parties hereto, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) upon, allocable to, or measured by the rent payable hereunder, including, without limitation, any change in any existing lawgross income or excise tax levied by the local, regulation, treaty state or directive or in federal government with respect to the interpretation or application thereofreceipt of such rent, (ii) any new lawupon or with respect to the possession, regulationleasing, treaty or directive enacted operating, management, maintenance, alteration, repair, use of occupancy by Tenant of the Premises or any interpretation or application part thereof, or (iii) compliance upon or measured by Lender the value of Tenant's personal property or leasehold improvements located in the Premises, (iv) upon this transaction or any document to which Tenant is a party creating or transferring an interest or estate in the Premises, (v) upon or with any new request respect to parking or new directive the number of persons employed in or about the Project, and (whether or not having the force of lawvi) from any Governmental Authority after the date of Closing: (A) subjects Lender to any tax, levylicense, impostfranchise free or other imposition upon Landlord which is otherwise measured by or based in whole or in part upon the Project or any portion thereof. If Landlord contests any such tax, deductionfee or charge, the cost and expense incurred by Landlord thereby shall also be a Common Area Charge and payable by Tenant as set forth in paragraph 16. In the event the Premises and any improvements installed therein by Tenant or Landlord are valued by the assessor disproportionately higher or lower than those (?) of other tenants in the building or Project or in the event alterations (?) improvements are made to the Premises, Tenant's percentage share of such taxes, assessments, fees and/or charges shall be readjusted upward or downward accordingly and Tenant agrees to pay such readjusted share. Such determination shall be made by Landlord from the respective valuations assigned in the assessor's work sheet or such other information was may (?) reasonably available and Landlord's determination thereof shall be conclusive. Tenant at its cost shall have the right at any time to seek a reduction in the assessed valuation of the Premises or the Project or to contest any real property taxes, assessments, fees or other taxes and charges that are to be paid by Tenant; provided, however, that any such contest or proceeding shall be at Tenant's sole cost and expense and provided further that Tenant shall hold Landlord and the Premises and the Project harmless therefrom. Landlord shall not be required to join in any proceeding or contest brought by Tenant unless the provisions of any law require that the proceeding or contest be brought by or in the name of Landlord or any owner of the Premises. In that case Landlord shall cooperate and join in the proceeding or contest or permit it to be brought in Landlord's name as long as Landlord is not required to bear any cost. If Tenant seeks to reduce or contest any such tax, assessment, fee or other charge and if requested by Tenant, Landlord agrees to pay such tax assessment, fee or withholding charge under protest and to otherwise deal with the appropriate authority in a manner consistent with Tenant's contest or proceeding and the applicable rules, regulations or procedures of such authority. In the event Tenant obtains any refund attributable to the Premises, such refund shall belong to Tenant. Tenant agrees to pay, before delinquency, any and all taxes levied or assessed during the term hereof upon Tenant's equipment, furniture, fixtures and other personal property located in the Premises, including carpeting and other property installed by Tenant notwithstanding that such carpeting or other property has become a part of the Premises. All taxes or other charges due under this paragraph 13 shall be prorated to reflect the portion of any kind whatsoever directly arising from any Loan Document such tax or from payments directly received by the Lender from any Credit Party pursuant charge attributable to the Loan Documents (except for net income taxes, franchise taxes imposed in lieu of net income taxes, period between the commencement and any other taxes on the general affairs termination dates of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder); and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 it shall promptly notify Credit Parties of the event by reason of which Lender has become so entitled and contain a calculation of such additional amounts that are proposed to be due and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason for such additional amountslease.

Taxes and Other Charges. (a) 1. All payments and reimbursements to Lender made by the Company under any Loan Document this Agreement shall be made free and clear of of, and without deduction reduction for all or on account of, any present or future, stamp, documentary, property, excise or other taxes, registration charges, levies, imposts, deductionsduties, assessmentscharges, charges fees, deductions or withholdings, and all liabilities with respect thereto of now or hereafter imposed, levied, collected, withheld or assessed by any nature whatsoeverGovernmental Authority, excluding income and franchise taxes to the extent imposed on Lender’s net incomeeach such Lender by the jurisdiction under the laws of which such Lender is organized or any political subdivision or taxing authority thereof or therein (such non-excluded taxes, being called "Taxes"). All stamp, documentary, property, excise or other similar taxes, registration charges, levies, imposts, duties, charges and fees shall be the obligation of the Company. If any Credit Party shall Taxes are required to be required by law to deduct withheld from any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to any Lender hereunder or under the Term Note, the amounts so payable to such Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no extent necessary to yield to such deductions been made. Notwithstanding Lender (after payment of all Taxes) interest or any such other provision of any Loan Document, if amounts payable hereunder at any time after the Closing (i) any change in any existing law, regulation, treaty or directive rates or in the interpretation amounts specified in this Agreement and the Term Note. Whenever any Taxes are payable by the Company, as promptly as possible thereafter, the Company shall send to the relevant Lender a certified copy of an original official receipt or application other evidence reasonably satisfactory to such Lender showing payment thereof. If the Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to such Lender the required receipts or other required documentary evidence, (ii) the Company shall indemnify such Lender for any new lawincremental taxes, regulation, treaty interest or directive enacted or penalties that may become payable by the Lenders as a result of any interpretation or application thereof, or (iii) compliance such failure. If any Taxes are paid by Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of Closing: (A) subjects Lender to any taxGovernmental Authority, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from any Loan Document or from payments directly received by the Company shall indemnify such Lender from any Credit Party pursuant to (within 30 days after demand therefor upon the Loan Documents (except for net income taxes, franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of LenderCompany), or (B) imposes on Lender for any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder); and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 it shall promptly notify Credit Parties of the event by reason of which Lender has become so entitled and contain a calculation of such additional amounts that are proposed to be due and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason for such additional amountspaid.

Taxes and Other Charges. (a) All payments and reimbursements to Lender made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on Lender’s 's net income. If any Credit Party Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by the to Lender from of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrower shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.14 it shall promptly notify Credit Parties Borrower of the event by reason of which Lender has become so entitled entitled. Without limiting or being limited by any other provision of any Loan Document, Borrower at all times shall retain and contain use a calculation of such additional amounts that are proposed Person reasonably acceptable to Lender in its Permitted Discretion to process, manage and pay its payroll taxes and shall cause to be due delivered to Lender within ten (10) calendar days after the end of each calendar month a report of its payroll taxes for the immediately preceding calendar month and evidence of payment thereof. Lender hereby represents that it does not currently know of any amount that would be payable and shall answer under this Section 6.14 as of the Closing Date or become payable thereafter, although there may be current laws or regulations that may cause an amount to be payable hereunder after the Closing Date. Notwithstanding any questions and provide any explanation reasonably requested by Borrower in good faith other provision of this Section 6.14, Lender will not assess amounts under this Section 6.14 unless Lender is generally charging such amounts to understand a majority of its other borrowers to the nature and purported reason for such additional amountsextent applicable.

Taxes and Other Charges. (a) All payments and reimbursements to Lender made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on Lender’s net income. If any Credit Party shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by the to Lender from of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, such Credit Parties Party shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 it shall promptly notify Credit Parties of the event by reason of which Lender has become so entitled and contain a calculation of such additional amounts that are proposed to be due and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason for such additional amountsits reasonable discretion.

Taxes and Other Charges. (a) All payments real estate taxes and reimbursements to Lender made under assessments and other taxes, fees and charges of every kind or nature, foreseen or unforeseen, which are levied, assessed or imposed upon Landlord and/or against the Premises, building, Common Area or Project, or any Loan Document part thereof by any federal, state, county, regional, municipal or other governmental or quasi-public authority, together with any increases therein for any reason, shall be free a common area charge and clear Tenant shall pay its percentage share of such costs to Landlord as provided in paragraph 16. By way of illustration and without deduction for all not limitation, "other taxes, levies, imposts, deductions, assessments, charges fees and charges" as used herein include any and all taxes payable by Landlord (other than state and federal personal or withholdingscorporate income taxes measured by the net income of Landlord from all sources, and all liabilities with respect thereto premium taxes), whether or not now customary or within the contemplation of any nature whatsoeverthe parties hereto, excluding taxes to the extent imposed on Lender’s net income. If any Credit Party shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) upon, allocable to, or measured by the rent payable hereunder, including, without limitation, any change in any existing lawgross income or excise tax levied by the local, regulation, treaty state or directive or in federal government with respect to the interpretation or application thereofreceipt of such rent, (ii) any new lawupon or with respect to the possession, regulationleasing, treaty operation, management, maintenance, alteration, repair, use or directive enacted occupancy by Tenant of the Premises or any interpretation or application part thereof, or (iii) compliance upon or measured by Lender the value of Tenant's personal property or leasehold improvements located in the Premises, (iv) upon this transaction or any document to which Tenant is a party creating or transferring an interest or estate in the Premises, (v) upon or with any new request respect to vehicles, parking or new directive the number of persons employed in or about the Project, and (whether or not having the force of lawvi) from any Governmental Authority after the date of Closing: (A) subjects Lender to any tax, levylicense, impostfranchise fee or other imposition upon Landlord which is otherwise measured by or based in whole or in part upon the Project or any portion thereof. If Landlord contests any such tax, deductionfee or charge, assessmentthe cost and expense incurred by Landlord thereby (including, charge but not limited to, costs of attorneys and experts) shall also be common area charges and Tenant shall pay its percentage share of such costs to Landlord as provided in paragraph 16. In the event the Premises and any improvements installed therein by Tenant or withholding of any kind whatsoever directly arising from any Loan Document or from payments directly received Landlord are valued by the Lender from any Credit Party pursuant assessor disproportionately higher than those of other tenants in the building or Project or in the event alterations or improvements are made to the Loan Documents (except for net income Premises, Tenant's percentage share of such taxes, franchise assessments, fees and/or charges shall be readjusted upward accordingly and Tenant agrees to pay such readjusted share. Such determination shall be made by Landlord from the respective valuations assigned in the assessor's work sheet or such other information as may be reasonably available and Landlord's determination thereof shall be conclusive. Tenant agrees to pay, before delinquency, any and all taxes imposed levied or assessed during the term hereof upon Tenant's equipment, furniture, fixtures and other personal property located in lieu of net income taxesthe Premises, including carpeting and any other taxes on the general affairs property installed by Tenant notwithstanding that such carpeting or other property has become a part of the Lender which may Premises. If any of Tenant's personal property shall be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection assessed with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related Project, Tenant shall pay to Landlord, as additional rent, the obligations hereunder); and the result of any of the foregoing is amount attributable to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties shall promptly, and in any event Tenant's personal property within ten (10) Business days of Credit Party’s after receipt of notice a written statement from Lender, pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced Landlord setting forth the amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 it shall promptly notify Credit Parties of the event by reason of which Lender has become so entitled and contain a calculation of such additional amounts that are proposed taxes, assessments and public charges attributable to be due and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason for such additional amountsTenant's personal property.

Taxes and Other Charges. (a) All payments and reimbursements to Lender made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on Lender’s gross receipts or net income. If any Credit Party Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by the to Lender from of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrower shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.14 it shall promptly notify Credit Parties Borrower of the event by reason of which Lender has become so entitled entitled, and contain a calculation each such notice of such additional amounts payable pursuant to this Section 6.14 submitted by Lender to Borrower shall, absent manifest error, be final, conclusive and binding for all purposes. Without limiting or being limited by any other provision of any Loan Document, Borrower at all times shall retain and use a Person acceptable to Lender (it being acknowledged that are proposed Automatic Data Processing, Inc. (ADP) is acceptable to Lender) to process, manage and pay its payroll taxes and shall cause to be due delivered to Lender within fifteen (15) calendar days after the end of each calendar month a report of its payroll taxes for the immediately preceding calendar month and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason for such additional amountsevidence of payment thereof.

Taxes and Other Charges. (a) All payments and reimbursements to Lender made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on Lender’s 's net income. If any Credit Party Obligors shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by the to Lender from of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Obligors shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.14 it shall promptly notify Credit Parties Obligors of the event by reason of which Lender has become so entitled entitled, and contain a calculation each such notice of such additional amounts that are proposed payable pursuant to this Section 6.14 submitted by Lender to Obligors shall, absent manifest error, be due final, conclusive and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason binding for such additional amountsall purposes.

Taxes and Other Charges. (a) All payments and reimbursements to Lender made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on or measured by Lender’s 's net incomeincome and any franchise, value added tax, use or similar tax (in each case, imposed in lieu of net income taxes) imposed on Lender. If any Credit Party Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by the to Lender from of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrower shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.13 it shall promptly notify Credit Parties Borrower of the event by reason of which Lender has become so entitled entitled, and contain a calculation each such notice of such additional amounts that are proposed payable pursuant to this Section 6.13 submitted by Lender to Borrower shall, absent manifest error, be due final, conclusive and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason binding for such additional amountsall purposes.

Taxes and Other Charges. (a) All payments and reimbursements to Lender Agent, for the benefit of itself and the other Lenders, made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoeverwhatsoever (“Taxes”), excluding taxes to the extent imposed on Agent’s or any Lender’s net income. If any Credit Party Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to LenderAgent, for the benefit of itself and the other Lenders, then the sum payable to Lender Agent, for the benefit of itself and the other Lenders, shall be increased as may be necessary so that, after making all required deductions, Lender Agent, for the benefit of itself and the other Lenders, receives an amount equal to the sum it would have received had no such deductions been made. In the event of any withholding by Borrower of any Taxes as contemplated by the foregoing with respect to any pay to Agent or any Lender and the payment thereof to any taxing authority, Agent or such Lender (as the case may be) shall promptly make application for the refund or other credit of the amount so withheld, and to the extent that Agent or such Lender (as the case may be) receives a refund or credit against Taxes due on account of the amount so withheld, Agent or such Lender (as the case may be) shall promptly pay the same over to Borrower. Notwithstanding any other provision of any Loan Document, if at any time after the Closing or the making of the Loan (ia) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (iib) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iiic) compliance by Lender Agent with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (Ai) subjects Agent and/or any Lender to any tax, levy, impost, deduction, assessment, charge or withholding Taxes of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by the to any Lender from of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees Upfront Fees or other fees or amounts payable hereunder or changes in the rate of tax on the overall net income of Agent or any Lender), or (Bc) imposes on Agent and/or any Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Agent and/or any Lender of making or continuing any or maintaining the Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrower shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender Agent, for the benefit of itself and the other Lenders, any additional amounts necessary to compensate LenderAgent and/or the Lenders, on an after-tax basis, for such additional cost or reduced amount as determined by Lenderamount. If Agent or any Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.14, it shall promptly notify Credit Parties give Borrower written notice of the event by reason of which Agent or such Lender has become so entitled and, in reasonable detail, how such amount was determined, and contain a calculation each such notice of additional amounts payable pursuant to this Section 6.14 submitted by Agent and/or any Lender to Borrower shall, absent manifest error, be final, conclusive and binding for all purposes. Borrower shall not be required to pay to Agent or any such Lender any such amount that has arisen or accrued more than thirty (30) days prior to the date of Borrower’s receipt of such additional amounts that are proposed written notice. In the event Agent or any Lender provides any such notice to be due Borrower, then (notwithstanding anything contained herein to the contrary) Borrower may thereafter prepay, in whole or in part and payable and shall answer without any questions and provide any explanation reasonably requested premium or penalty (including the Exit Fee), the outstanding amount of the Loan made by Borrower in good faith to understand the nature and purported reason for Agent or such additional amountsLender.

Taxes and Other Charges. (a) All payments and reimbursements to Lender Seller made under any Loan Acquisition Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on LenderSeller’s net income. If any Credit Party Purchaser shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Acquisition Document to LenderSeller, then the sum payable to Lender Seller shall be increased as may be necessary so that, after making all required deductions, Lender Seller receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Acquisition Document, if at any time after the Closing (i) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender Seller with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (A) subjects Lender Seller to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Acquisition Document, or from changes the basis of taxation of payments directly received by the Lender from to Seller of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of LenderSeller), or (B) imposes on Lender Seller any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder); and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereundertherein, then, in any such case, Credit Parties Purchaser shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender Seller any additional amounts necessary to compensate LenderSeller, on an after-tax basis, for such additional cost or reduced amount as determined by LenderSeller. If Lender Seller becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.14 it shall promptly notify Credit Parties Purchaser of the event by reason of which Lender Seller has become so entitled entitled, and contain a calculation each such notice of such additional amounts that are proposed payable pursuant to this Section 6.14 submitted by Seller to Purchaser shall, absent manifest error, be due final, conclusive and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason binding for such additional amountsall purposes.

Taxes and Other Charges. (a) All payments and reimbursements to Lender Agent, for the benefit of Lenders, made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on each Lender’s 's net income. If any Credit Party Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to LenderAgent, for the benefit of Lenders, then the sum payable to Lender Agent, for the benefit of Lenders, shall be increased as may be necessary so that, after making all required deductions, each Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (ia) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (iib) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iiic) compliance by any Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (Ai) subjects such Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by to Agent, for the Lender from benefit of Lenders, of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of each Lender), or (Bii) imposes on Lender Lenders any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender Lenders of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrower shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender Agent, for the benefit of Lenders, any additional amounts necessary to compensate each Lender, on an after-tax basis, for such additional cost or reduced amount as determined by such Lender. If any Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 SECTION 6.13 it shall promptly notify Credit Parties Borrower of the event by reason of which such Lender has become so entitled entitled, and contain a calculation each such notice of such additional amounts that are proposed payable pursuant to this SECTION 6.13 submitted by such Lender to Borrower shall, absent manifest error, be final, conclusive and binding for all purposes. Without limiting or being limited by any other provision of any Loan Document, Borrower at all times shall retain and use a Person acceptable to Agent in its Permitted Discretion to process, manage and pay its payroll taxes and shall cause to be due delivered to Agent and payable each Lender within ten (10) calendar days after the end of each calendar month a report of its payroll taxes for the immediately preceding calendar month and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason for such additional amountsevidence of payment thereof.

Taxes and Other Charges. (a) All payments and reimbursements to Lender made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on Lender’s 's net income. If any Credit Party Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made; provided, however, if Lender subsequently receives any credit for the withholding, refund or reimbursement from any taxing authority related to such additional amounts paid by Borrower to Lender, Lender shall pay to Borrower the amount of such refund or reimbursement. Notwithstanding anything contained in this Agreement to the contrary, if Borrower is required to make an additional payment for taxes pursuant to the previous sentence, Borrower shall have the option to terminate this Agreement without any termination fees. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by the to Lender from of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrower shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender; provided, however, if Lender subsequently receives any credit for the withholding, refund or reimbursement from any taxing authority related to such additional amounts paid by Borrower to Lender, Lender shall pay to Borrower the amount of such refund or reimbursement. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.14 it shall promptly notify Credit Parties Borrower of the event by reason of which Lender has become so entitled entitled, and contain a calculation each such notice of such additional amounts that are proposed payable pursuant to this Section 6.14 submitted by Lender to Borrower shall, absent manifest error, be final, conclusive and binding for all purposes. Without limiting or being limited by any other provision of any Loan Document, Borrower at all times shall retain and use a Person acceptable to Lender to process, manage and pay its payroll taxes and shall cause to be due delivered to Lender within ten (10) calendar days after the end of each calendar month a report of its payroll taxes for the immediately preceding calendar month and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason for such additional amountsevidence of payment thereof.

Taxes and Other Charges. (a) All payments and reimbursements to Lender made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on Lender’s net income. If any Credit Party Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by the to Lender from of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrower shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.14 it shall promptly notify Credit Parties Borrower of the event by reason of which Lender has become so entitled entitled, and contain a calculation each such notice of such additional amounts that are proposed payable pursuant to this Section 6.14 submitted by Lender to Borrower shall, absent manifest error, be final, conclusive and binding for all purposes. Without limiting or being limited by any other provision of any Loan Document, Borrower at all times shall retain and use a nationally recognized payroll processing firm or other Person acceptable to Lender to process, manage and pay its payroll taxes and shall cause to be due delivered to Lender within ten (10) calendar days after the end of each calendar month a report of its payroll taxes for the immediately preceding calendar month and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason for such additional amountsevidence of payment thereof.

Taxes and Other Charges. (a) All payments and reimbursements to Lender made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on Lender’s 's net income. If any Credit Party Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by the to Lender from of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrower shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.14 it shall promptly notify Credit Parties Borrower of the event by reason of which Lender has become so entitled entitled, and contain a calculation each such notice of such additional amounts that are proposed payable pursuant to this Section 6.14 submitted by Lender to Borrower shall, absent manifest error, be final, conclusive and binding for all purposes. Without limiting or being limited by any other provision of any Loan Document, each Borrower at all times shall retain and use a Person acceptable to Lender to process, manage and pay its payroll taxes and shall cause to be due delivered to Lender within ten (10) calendar days after the end of each calendar month a report of its payroll taxes for the immediately preceding calendar month and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason for such additional amountsevidence of payment thereof.

Taxes and Other Charges. (a) All payments and reimbursements to Lender Agent, for its own account and/or for the benefit of Lenders, made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on each Lender’s 's net incomeincome and franchise taxes imposed in lieu of income taxes. If any Credit Party shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to LenderAgent, for its own account and/or for the benefit of Lenders, then the sum payable to Lender Agent, for its own account and/or for the benefit of Lenders, shall be increased as may be necessary so that, after making all required deductions, each Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing or the making of any Advance or funding of the Term Loans (ia) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (iib) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iiic) compliance by Agent or any Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (Ai) subjects Agent or such Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by to Agent, for its own account and/or for the Lender from benefit of Lenders, of any Credit Party pursuant to the Loan Documents amount payable thereunder (except in each case, for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Agent and/or each Lender), or (Bii) imposes on Lender Agent or Lenders any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender Agent or Lenders of making or continuing or maintaining any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, the Credit Parties shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender Agent, for its own account and/or for the benefit of Lenders, any additional amounts necessary to compensate Agent and each Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Agent and/or such Lender. If Agent or any Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.13 it shall reasonably promptly after obtaining knowledge thereof notify Credit Parties Borrower of the event by reason of which Agent or such Lender has become so entitled entitled, and contain a calculation each such notice of such additional amounts payable pursuant to this Section 6.13 submitted by Agent or such Lender to the Credit Parties shall, absent manifest error, be final, conclusive and binding for all purposes. Any Lender which is not a United States person within the meaning of Section 7701(a)(30) of the Internal Revenue Code (a "Foreign Lender") shall deliver to Agent and Borrower upon reasonable request therefor (i) two valid, duly completed copies of IRS Form W-8BEN or W-8ECI or successor applicable form, as the case may be, and any other required form, certifying in each case that are proposed either (i) such Foreign Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, or (ii) if such Foreign Lender is not a "bank" within the meaning of Section 881(c) (3) (A) of the Internal Revenue Code, such Foreign Lender's foreign status and beneficial ownership of income it receives with respect to any loans or extensions of credit hereunder. Each such Foreign Lender shall also deliver to Agent and Borrower two further copies of said Form W-8BEN or W-8ECI, or successor applicable forms, or other manner of required certification, as the case may be, on or before the date that any such form expires or becomes obsolete or otherwise is required to be due resubmitted as a condition to obtaining an exemption from a required withholding of United States of America federal income tax or after the occurrence of any event requiring a change in the most recent form previously delivered by it to Borrower and payable Agent, and shall answer any questions and provide any explanation such extensions or renewals thereof as may reasonably be requested by Borrower in good faith and Agent, certifying that either (x) such Foreign Lender is entitled to understand receive payments under this Agreement without deduction or withholding of any United States federal income taxes, or (y) if such Foreign Lender is not a "bank" within the nature meaning of Section 881(c)(3)(A) of the Internal Revenue Code, such Foreign Lender's foreign status and purported reason for such additional amountsbeneficial ownership of income it receives with respect to any loans or extensions of credit hereunder. The provisions of this Section 6.13 shall apply equally to each Participant and Transferee of all or a portion of a loan or extension of credit made hereunder.

Taxes and Other Charges. (a) All payments real estate taxes and reimbursements to Lender made under assessments and other taxes, fees and charges of every kind or nature levied or assessed against the Project or any Loan Document part thereof during the term by any federal, state, county, regional, municipal or other governmental or quasi-public authority shall be free a Common Area Charge and clear payable by Tenant as set forth in paragraph 16. By way of illustration and without deduction for all not limitation, "other taxes, levies, imposts, deductions, assessments, charges or withholdingsfees, and charges" as used herein include any and all liabilities with respect thereto taxes payable by Landlord (other than state and federal personal or corporate income taxes measured by the net income of any nature whatsoeverLandlord from all sources, excluding taxes to and premium taxes), whether or not now customary or within the extent imposed on Lender’s net income. If any Credit Party shall be required by law to deduct any such amounts from or in respect contemplation of any sum payable under any Loan Document to Lenderthe parties hereto, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) upon, allocable to, or measured by the rent payable hereunder, including, without limitation, any change in any existing lawgross income or excise tax levied by the local, regulation, treaty state or directive or in federal government with respect to the interpretation or application thereofreceipt of such rent, (ii) any new lawupon or with respect to the possession, regulationleasing, treaty operation, management, maintenance, alteration, repair, use or directive enacted occupancy by Tenant of the premises or any interpretation or application part thereof, or (iii) compliance upon or measured by Lender the value of Tenant's personal property or leasehold improvements located in the Premises, (iv) upon this transaction or any document to which Tenant is a party creating or transferring an interest or estate in the Premises, (v) upon or with any new request respect to parking or new directive the number of persons employed in or about the Project, and (whether or not having the force of lawvi) from any Governmental Authority after the date of Closing: (A) subjects Lender to any tax, levylicense, impostfranchise fee or other imposition upon Landlord which is otherwise measured by or based in whole or in part upon the Project or any portion thereof. If Landlord contests any such tax, deductionfee or charge, the cost and expense incurred by Landlord thereby shall also be a Common Area Charge and payable by Tenant as set forth in paragraph 16. In the event the premises and any improvements installed therein by Tenant or Landlord are valued by the assessor disproportionately higher than those of other tenants in the building or project or in the event alterations or improvements are made to the Premises, Tenant's percentage share of such taxes, assessments , fees and/or charges shall be adjusted upward accordingly and Tenant agrees to pay such readjusted share. Such determination shall be made by Landlord from the respective valuations assigned in the assessors work sheet or such other information as may be reasonably available and Landlord's determination thereof shall be conclusive. Tenant at its cost shall have the right at any time to seek a reduction in the assessed valuation of the Premises or the Project or to contest any real property taxes, assessments, fees or other taxes that are to be paid by Tenant; provided, however, that any such contest or proceeding shall be at Tenant's sole cost and expense and provided further that Tenant shall hold Landlord and the Premises and the Project harmless therefrom. Landlord shall not be required to join in any proceeding or contest brought by Tenant unless the provisions of any law require that the proceeding or contest be brought by or in the name of Landlord or any owner of the Premises. In that case Landlord shall cooperate and join in the proceeding or contest or permit it to be brought in Landlord's name as long as Landlord is not required to bear any cost. If Tenant seeks to reduce or contest any such tax, assessment, fee or other charge and if requested by Tenant, Landlord agrees to pay such tax, assessment, fee or withholding charge under protest and to otherwise deal with the appropriate authority in a manner consistent with Tenant's contest or proceeding and the applicable rules, regulations or procedures of such authority. In the event Tenant obtains any kind whatsoever directly arising from any Loan Document or from payments directly received by the Lender from any Credit Party pursuant refund attributable to the Loan Documents (except for net income taxesPremises, franchise such refund shall belong to Tenant. Tenant agrees to pay, before delinquency, any and all taxes imposed levied or assessed during the term hereof upon Tenant's equipment, furniture, fixtures and other personal property located in lieu of net income taxesthe Premises, including carpeting and any other taxes on the general affairs property installed by Tenant notwithstanding that such carpeting or other property has become part of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder); and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 it shall promptly notify Credit Parties of the event by reason of which Lender has become so entitled and contain a calculation of such additional amounts that are proposed to be due and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason for such additional amountsPremises.

Taxes and Other Charges. (a) All payments and reimbursements to Lender Agent, for the benefit of Lenders, made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on each Lender’s 's net income or franchise taxes imposed in lieu of taxes on net income. If any Credit Party Borrowers shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to LenderAgent, for the benefit of Lenders, then the sum payable to Lender Agent, for the benefit of Lenders, shall be increased as may be necessary so that, after making all required deductions, each Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (ia) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (iib) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iiic) compliance by Agent or any Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (Ai) subjects Agent or such Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by to Agent, for the Lender from benefit of Lenders, of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Agent and/or each Lender), or (Bii) imposes on Lender Agent or Lenders any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender Agent or Lenders of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrowers shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender Agent, for the benefit of Lenders, any additional amounts necessary to compensate Agent and each Lender, on an after-tax basis, for such additional cost or reduced amount as determined by such Lender; provided that the Borrowers shall not be obligated to compensate the Agent or any Lender from any such additional amounts that relate to a period prior to 180 days before the date of notice for the Agent or the applicable Lender of such additional cost. If Agent or any Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.13 it shall promptly notify Credit Parties Borrowing Agent of the event by reason of which Agent or such Lender has become so entitled entitled, and contain a calculation each such notice of such additional amounts that are proposed payable pursuant to this Section 6.13 submitted by Agent or such Lender to Borrowers shall, absent manifest error, be final, conclusive and binding for all purposes. At the request of Agent, Borrowers shall cause to be due and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith delivered to understand Agent within ten (10) calendar days after the nature and purported reason end of each calendar month a report of ADP wire transfers evidencing payment of payroll taxes for such additional amountsthe immediately preceding calendar month.

Taxes and Other Charges. (a) All payments real estate taxes and reimbursements to Lender made under assessments and other taxes, fees and charges of every kind or nature, foreseen or unforeseen, which are levied, assessed or imposed upon Landlord and/or against the Premises, building, Common Area or Project, or any Loan Document part thereof by any federal, state, county, regional, municipal or other governmental or quasi-public authority, together with any increases therein for any reason, shall be free a common area charge and clear Tenant shall pay its percentage share of such costs to Landlord as provided in paragraph 16. By way of illustration and without deduction for all not limitation, "other taxes, levies, imposts, deductions, assessments, charges fees and charges" as used herein include any and all taxes payable by Landlord (other than state and federal personal or withholdingscorporate income taxes measured by the net income of Landlord from all sources, and all liabilities with respect thereto premium taxes), whether or not now customary or within the contemplation of any nature whatsoeverthe parties hereto, excluding taxes to the extent imposed on Lender’s net income. If any Credit Party shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) upon, allocable to, or measured by the rent payable hereunder, including, without limitation, any change in any existing lawgross income or excise tax levied by the local, regulation, treaty state or directive or in federal government with respect to the interpretation or application thereofreceipt of such rent, (ii) any new lawupon or with respect to the possession, regulationleasing, treaty operation, management, maintenance, alteration, repair, use or directive enacted occupancy by Tenant of the Premises or any interpretation or application part thereof, or (iii) compliance upon or measured by Lender the value of Tenant's personal property or leasehold improvements located in the Premises, (iv) upon this transaction or any document to which Tenant is a party creating or transferring an interest or estate in the Premises, (v) upon or with any new request respect to vehicles, parking or new directive the number of persons employed in or about the Project, and (whether or not having the force of lawvi) from any Governmental Authority after the date of Closing: (A) subjects Lender to any tax, levylicense, impostfranchise fee or other imposition upon Landlord which is otherwise measured by or based in whole or in part upon the Project or any portion thereof. If Landlord contests any such tax, deductionfee or charge, assessmentthe cost and expense incurred by Landlord thereby (including, charge or withholding but not limited to, costs of attorneys and experts) shall also be common area charges and Tenant shall pay its percentage share of such costs to Landlord as provided in paragraph 16 and Tenant shall be entitled to its proportionate share of any kind whatsoever directly arising from resulting rebate. In the event the Premises and any Loan Document improvements installed therein by Tenant or from payments directly received Landlord are valued by the Lender from any Credit Party pursuant assessor disproportionately higher than those of other tenants in the building or Project or in the event alterations or improvements are made to the Loan Documents (except for net income Premises, Tenant's percentage share of such taxes, franchise assessments, fees and/or charges shall be readjusted upward accordingly and Tenant agrees to pay such readjusted share. Such determination shall be made by Landlord from the respective valuations assigned in the assessor's work sheet or such other information as may be reasonably available and Landlord's determination thereof shall be conclusive. Tenant agrees to pay, before delinquency, any and all taxes imposed levied or assessed during the term hereof upon Tenant's equipment, furniture, fixtures and other personal property located in lieu of net income taxesthe Premises, including carpeting and any other taxes on the general affairs property installed by Tenant notwithstanding that such carpeting or other property has become a part of the Lender which may Premises. If any of Tenant's personal property shall be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection assessed with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related Project, Tenant shall pay to Landlord, as additional rent, the obligations hereunder); and the result of any of the foregoing is amount attributable to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties shall promptly, and in any event Tenant's personal property within ten (10) Business days of Credit Party’s after receipt of notice a written statement from Lender, pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced Landlord setting forth the amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 it shall promptly notify Credit Parties of the event by reason of which Lender has become so entitled and contain a calculation of such additional amounts that are proposed taxes, assessments and public charges attributable to be due and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason for such additional amountsTenant's personal property.

Taxes and Other Charges. (a) All payments and reimbursements to Lender made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on Lender’s 's net incomeincome or franchise. If any Credit Party Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing Restatement Date (i) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by the to Lender from of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrower shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.14 it shall promptly (but in any event within ninety (90) days of becoming aware thereof) notify Credit Parties Borrower of the event by reason of which Lender has become so entitled and contain a detailed calculation thereof, and each such notice of such additional amounts that are proposed payable pursuant to this Section 6.14 submitted by Lender to Borrower shall, absent manifest error, be due final, conclusive and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason binding for such additional amountsall purposes.

Taxes and Other Charges. (a) All payments and reimbursements to Lender made under any Loan Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding taxes to the extent imposed on Lender’s net income. If any Credit Party Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall be increased as may be necessary so that, after making all required deductions, Lender receives an amount equal to the sum it would have received had no such deductions been made. Notwithstanding any other provision of any Loan Document, if at any time after the Closing (i) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender with any new request or new directive (whether or not having the force of law) from any Governmental Authority after the date of ClosingAuthority: (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Document, or from changes the basis of taxation of payments directly received by the to Lender from of any Credit Party pursuant to the Loan Documents amount payable thereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, and any other taxes on the general affairs of the Lender which may be imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), or (B) imposes on Lender any other condition or increased cost directly in connection with the transactions contemplated thereby or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly related to the obligations hereunder)therein; and the result of any of the foregoing is to directly increase the cost to Lender of making or continuing any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit Parties Borrower shall promptly, and in any event within ten (10) Business days of Credit Party’s receipt of notice from Lender, promptly pay to Lender any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender; provided that Lender shall take all commercially reasonable actions to reduce these amounts. If Lender becomes entitled to claim any additional amounts pursuant to this Section 8.12 6.14 it shall promptly notify Credit Parties Borrower of the event by reason of which Lender has become so entitled entitled, and contain a calculation each such notice of such additional amounts that are proposed payable pursuant to this Section 6.14 submitted by Lender to Borrower shall, absent manifest error, be due final, conclusive and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason binding for such additional amountsall purposes.