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. (b) Credit Parties shall promptly, and in any event within five Business Days after any Credit Party or any authorized officer of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority or otherwise with respect to any (i) tax investigations, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any tax liability or assessment.

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. (b) Credit Parties Borrower shall promptly, and in any event within five (5) Business Days after any Credit Party Borrower or any authorized officer of any Credit Party Borrower obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority the Internal Revenue Service or otherwise with respect to any (i) tax investigations, relating to such Credit Party the Borrower directly, or relating to any consolidated tax return which was filed on behalf of such Credit PartyBorrower, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any an IRS tax liability or assessment.

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. (b) Credit Parties Borrower shall promptly, and in any event within five (5) Business Days after any Credit Party Borrower or any authorized officer of any Credit Party Borrower obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority the Internal Revenue Service or otherwise with respect to any (i) tax investigations, relating to such Credit Party the Borrower directly, or relating to any consolidated tax return which was filed on behalf of such Credit PartyBorrower, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any an IRS tax liability or assessment.

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. (b) Credit Parties shall promptly, and in any event within five Business Days after any Credit Party or any authorized officer of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority or otherwise with respect to any (i) tax investigations, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any tax liability or assessment.

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 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. (b) Credit Parties shall promptly, and in any event within five Business Days after any Credit Party or any authorized officer of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority or otherwise with respect to any (i) tax investigations, relating Lender pursuant to this paragraph to the extent that the obligation to pay such Credit Party directly, or relating to any consolidated tax return which was filed on behalf amounts would not have arisen but for the failure of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise Lender to any tax liability or assessmentcomply with the immediately preceding sentence.

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. (b) Credit Parties Borrower shall promptly, and in any event within five (5) Business Days after any Credit Party Borrower or any authorized officer of any Credit Party Borrower obtains knowledge thereof, notify Lender Agent in writing of any oral or written communication from any taxing authority the Internal Revenue Service or otherwise with respect to any (i) tax investigations, relating to such Credit Party the Borrower directly, or relating to any consolidated tax return which was filed on behalf of such Credit PartyBorrower, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any an IRS tax liability or assessment.

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 Except as specifically provided for all taxes, levies, imposts, deductions, assessments, charges or withholdingsotherwise in Section 3.2(c), and all liabilities with respect thereto regardless 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 transactions contemplated hereby are consummated each party to any tax, levy, impost, deduction, assessment, charge this Agreement shall pay all expenses incurred by it 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 its behalf in connection with the preparation, authorization, execution and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated thereby hereby and thereby, including, but not limited to, all fees and expenses of all consultants, brokers, investment bankers, agents, representatives, counsel and accountants engaged by such party. Any liability for all sales, documentary stamp, transfer and similar Taxes (including, without limitation, all recording fees and related charges and real property gains tax) arising from or participations therein (specifically excluding any general costs imposed on Lender by any government entity that are not directly attributable or related to the obligations hereunder); and the result sale, transfer or assignment to Buyer of any of the foregoing Assets or CAT Shares shall be paid by the party that 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, primarily responsible for such additional cost or reduced amount as determined by LenderTaxes under applicable law and such party shall, at its expense, file all Tax Returns and other documentation with respect to all such Taxes. If Lender becomes entitled Buyer shall provide to claim CP any additional amounts pursuant resale certificate required with respect to this Section 8.12 it shall promptly notify Credit Parties the transfer of the event by reason of which Lender has become so entitled and contain a calculation of such additional amounts that are proposed Assets 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 amountsBuyer. (b) Credit Parties CP and Buyer shall promptly, and in any event within five Business Days after any Credit Party or any authorized officer cooperate regarding the filing of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority or otherwise Tax Returns with respect to any (iTaxes addressed in Section 12.1(a) tax investigations, relating to such Credit Party directlythe Assets and the CAT Shares that cover a period which includes the date of the Closing. Property Tax Returns will be filed by the party which owns the property subject to the return on the assessment date for the property tax. (c) CP, at its option, shall have sole control over any contest or other proceeding (including claims for refund or challenges of tax assessments) which relates to liability for taxes for periods or portions thereof ending on or prior to the Closing Date, subject to approval of Buyer (not to be unreasonably withheld) relating to any consolidated tax return which was filed Liability reasonably likely to be imposed on behalf or otherwise likely to be the sole responsibility of such Credit PartyBuyer, (ii) notices provided, that the approval of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or auditBuyer shall not be required if CP is obliged, and (iv) information that could give rise acknowledges its obligation, to indemnify Buyer therefor pursuant hereto. In any event, any refunds of taxes which become available on or after the date of the Closing but which relate to tax liability periods or assessmentportions thereof ending on or prior to the Closing shall belong to CP.

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 amountsTaxes have been paid on a timely basis. (b) Credit Parties shall promptly, and in any event within five Business Days after any Credit Party or any authorized officer of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority or otherwise with respect to any (i) tax investigations, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any tax liability or assessment.

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. (b) Credit Parties shall promptly, and in any event within five Business Days after any Credit Party or any authorized officer of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority or otherwise with respect to any (i) tax investigations, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any tax liability or assessment.

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 and shall answer binding for all purposes. Without limiting or being limited by any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason for such additional amounts. (b) Credit Parties shall promptly, and in any event within five Business Days after any Credit Party or any authorized officer other provision of any Credit Party obtains knowledge thereofLoan Document, notify Lender in writing of any oral or written communication from any taxing authority or otherwise with respect Borrower at all times shall retain and use a commercially known and professional payroll company to any (i) tax investigationsprocess, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, manage and (iv) information that could give rise to any tax liability or assessmentpay its payroll taxes.

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. (b) Credit Parties The Obligors shall promptly, and in any event within five ten Business Days after any Credit Party either Obligor or any authorized officer of any Credit Party either Obligor obtains knowledge thereof, notify Lender Debenture Holder in writing of any oral or written communication from any taxing authority the Internal Revenue Service or otherwise with respect to any (i) tax investigations, relating to such Credit Party either Obligor directly, or relating to any consolidated tax return which was filed on behalf of such Credit Partyeither Obligor, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any an IRS tax liability or assessment.

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. (b) Credit Parties shall promptly, and in any event within five Business Days after any Credit Party or any authorized officer of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority or otherwise with respect to any (i) tax investigations, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any tax liability or assessment.

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. (b) Credit Parties Borrower shall promptly, and in any event within five (5) Business Days after any Credit Party Borrower or any authorized officer of any Credit Party Borrower obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority the Internal Revenue Service or otherwise with respect to any (i) tax investigations, relating to such Credit Party the Borrower directly, or relating to any consolidated tax return which was filed on behalf of such Credit PartyBorrower, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any an IRS tax liability or assessment.

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 amounts that are proposed request, to be due and payable and shall answer any questions and provide any explanation reasonably requested by Borrower prepay the Loan in good faith to understand the nature and purported reason for such additional amounts. (b) Credit Parties shall promptlywhole, but not in part, and terminate this Agreement without paying any prepayment premium described in any event Section 2.3(c) hereof; provided Borrower shall pay to Lender within five thirty (30) Business Days after any Credit Party or any authorized officer of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority or otherwise with respect to any (i) tax investigations, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf Borrower's receipt of such Credit Party, (ii) notices request all such amounts required pursuant to this Section 2.8 for the period of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, time prior to Borrower prepaying the Loan in full and (iv) information that could give rise to any tax liability or assessmentterminating this Agreement.

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. (b) Credit Parties shall promptly, and in any event within five Business Days after any Credit Party or any authorized officer of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority or otherwise with respect to any (i) tax investigations, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any tax liability or assessment.

Taxes and Other Charges. The Lessee agrees, except as otherwise expressly provided herein to the contrary, to pay, as the same become due and payable, all costs expenses and obligations of every kind and nature for the operation, maintenance, repair, rebuilding, use, occupancy and enjoyment of the Premises. The Lessee also agrees, subject as aforesaid, to pay, within fifteen (15) days after demand, the Lessee's Fraction of all real estate taxes, personal property taxes, business and occupation taxes, occupational license taxes, water charges, sewer charges, assessments, including, without limitation, betterment assessments or taxes in the nature thereof, and all other similar governmental taxes, impositions and charges which shall be levied, assessed or imposed: (a) All payments upon or with respect to the land under the buildings comprising the Shopping Center and reimbursements such buildings; or (b) upon or with respect to Lender made the operation, maintenance, alteration, repair, rebuilding, use, occupancy or enjoyment of the buildings comprising the Shopping Center or any portion thereof. under or by virtue of any Loan Document shall be free and clear present or future law, statute, charter, ordinance, regulation or other requirement of and without deduction for any public authority, whether federal, state, county, city, municipal or otherwise, all whether general, special, ordinary, extraordinary, foreseen or unforeseen. Such taxes, leviescharges, impostsassessments and impositions shall include any costs and expenses incurred, deductionsin accordance with the penultimate paragraph of this Section 8, in contesting the amount or validity of any thereof. The Lessee agrees, except as aforesaid, to pay as aforesaid all gross receipts, gross income or similar taxes imposed or levied upon, assessed against or measured by the Net Minimum Rental, additional rental or any sums payable by the Lessee to or on behalf of the Lessor hereunder, or any sales or use taxes which may be levied or assessed against or payable by the Lessor or the Lessee on account of the acquisition, leasing, use or occupancy of the Premises or any portion thereof; Notwithstanding anything contained in this lease to the contrary, the Lessee will pay to the Lessor monthly, together with the Net Minimum Rental, one twelfth (1/12) of the amount from time to time estimated by the Lessor to reflect the Lessee's Fraction of all such taxes, charges, assessments, charges and impositions described in this Section 8 which are so levied, assessed or withholdingsimposed, or billed to the Lessor by the appropriate public authority or authorities, if any. Promptly after the exact amount of the Lessee's fraction of all such taxes, charges, assessments and impositions are determined for each tax year, the Lessor will advise the Lessee in writing of the amount thereof for such year and the Lessor and the Lessee will account to each other (as often as such taxes, charges, assessments or impositions are payable to the proper authorities) so that the Lessee shall have paid to the Lessor prior to the expiration of ten (1O) days after the Lessor has so advised the Lessee of such amount; the full amount of the Lessee's Fraction of all such taxes, charges, assessments and impositions for such tax year or portion thereof, any excess paid by the Lessee shall be credited against future payments required by this Section 8 next due, except that upon expiration of the Term of any such excess shall be promptly refunded by the Lessor to the Lessee, and all liabilities with respect thereto of any nature whatsoever, excluding taxes deficiency shall be promptly paid by the Lessee to the extent imposed on Lender’s net incomeLessor. If any Credit Party Notwithstanding anything in this lease to the contrary contained, the Lessee shall not be required by law to deduct any such amounts from pay or in respect of any sum payable under any Loan Document to Lender, then the sum payable to Lender shall otherwise 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 responsible for (i) any change in any existing lawlocal, regulationstate or federal capital levy, treaty franchise tax, revenue tax, income tax or directive profits tax of the Lessor, or in the interpretation or application thereof, (ii) any new lawestate, regulationinheritance, treaty devolution, succession 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 transfer tax which may be imposed generally by federal, state upon 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. (b) Credit Parties shall promptly, and in any event within five Business Days after any Credit Party or any authorized officer of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority or otherwise with respect to any (i) tax investigationstransfer of the Lessor's interest in the Shopping Center; provided, relating however, that if any time hereafter the methods of taxation prevailing at the date hereof shall be altered so as to such Credit Party directlycause the whole or any part of the taxes, charges, assessments or impositions now or hereafter levied, assessed or imposed on real estate and the buildings, structures and other improvements thereon to be levied, assessed and imposed, wholly or partially as a gross receipts, gross income, capital levy, or relating other tax, on the rentals received therefrom, or if any tax, corporation franchise tax, assessment, levy (including but not limited to any consolidated tax return municipal, state or federal levy), imposition or charge, or any part thereof, shall be measured by or based in whole or in part upon the Shopping Center and shall be imposed upon the Lessor, then all such taxes, assessments, levies, impositions or charges, or the pat thereof so measured or based, shalx xe deemed to be an imposition levied, assessed or imposed upon or with respect to the Shopping Center, to the extent that the same would be payable if the Shopping Center were the only property of the Lessor subject thereto, and the Lessee shall pay to the Lessor the Lessee's Fraction of the same as and in-the manner provided herein. [f there are any taxes levied or assessed at the time on any item of rental payable hereunder, the Lessee further agrees to pay to the Lessor, as additional rental, the amount thereof. At the expiration of the Term, all payments for which was filed on behalf the Lessee is responsible as provided in this Section 8, shall be prorated to the date of such Credit Partyexpiration. The amount of any such payments which become due and payable after the expiration or sooner termination of the Term shall, (ii) notices on or prior to the date of tax assessment such expiration or possible tax sooner termination, be deposited with the Lessor. If the Lessee shall not be then in default, the amount of any net refund, abatement, deduction, reduction, or credit received by the Lessor attributable to any such payment earlier made by the Lessee shall be credited against future payments required by this Section 8 next due, except that upon expiration of the Term any such excess shall be promptly refunded by the Lessor to the Lessee. In the event that the Lessor or any party authorized by the Lessor shall contest, by appropriate proceedings, the amount or validity of any such tax, assessment, (iii) years that are designated open pending tax examination imposition or auditcharge the Lessee shall cooperate with the Lessor in the course thereof and execute any applications, appeals and other documents which may be required to enable the Lessor to maintain such proceedings, and there shall be appropriate adjustments by credits against future payments required by this Section 8, of all such taxes, assessments, impositions and charges or reflect any abatements, credits and refunds which may be received by the Lessor and to reflect the costs and expenses (ivincluding, without limitation, attorneys' and appraisal fees and expenses) information that could give rise of contesting the amount or validity of any such tax, assessment, imposition or charge. The Lessee agrees to pay, on or before the respective due dates, all such taxes, charges, assessments, or impositions levied, assessed or imposed at any tax liability time on the Lessee's fixtures, equipment, supplies, merchandise or assessmentother property in, on or about the Premises or Shopping Center.

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 that are proposed payable pursuant to be due and payable and shall answer any questions and provide any explanation reasonably requested this Section 6.13 submitted by Borrower in good faith Agent or such Lender to understand the nature and purported reason for such additional amounts. (b) 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 promptlydeliver 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 any event within five Business Days after any Credit Party each case that either (i) such Foreign Lender is entitled to receive payments under this Agreement without deduction or any authorized officer withholding of any Credit Party obtains knowledge thereofUnited States federal income taxes, notify or (ii) if such Foreign Lender in writing is not a "bank" within the meaning of any oral or written communication from any taxing authority or otherwise 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 (i) tax investigations, relating loans or extensions of credit hereunder. Each such Foreign Lender shall also deliver to such Credit Party directlyAgent and Borrower two further copies of said Form W-8BEN or W-8ECI, or relating 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 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 Agent, and such extensions or renewals thereof as may reasonably be requested by Borrower and Agent, certifying that either (x) such Foreign Lender is entitled to 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 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 consolidated tax return which was filed on behalf loans or extensions of such Credit Party, (ii) notices credit hereunder. The provisions of tax assessment this Section 6.13 shall apply equally to each Participant and Transferee of all or possible tax assessment, (iii) years that are designated open pending tax examination a portion of a loan or audit, and (iv) information that could give rise to any tax liability or assessmentextension of credit made hereunder.

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. (b) Credit Parties Borrower shall promptly, and in any event within five (5) Business Days after any Credit Party Borrower or any authorized officer of any Credit Party Borrower obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority the Internal Revenue Service or otherwise with respect to any (i) tax investigations, relating to such Credit Party the Borrower directly, or relating to any consolidated tax return which was filed on behalf of such Credit PartyBorrower, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any an IRS tax liability or assessment.

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 any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason for such additional amounts. (b) Credit Parties shall promptlyother Loan Documents, and in any event within five Business Days after any Credit Party but without the payment of the applicable Minimum Termination Fee or any authorized officer of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral other penalty or written communication from any taxing authority or otherwise with respect to any (i) tax investigations, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any tax liability or assessmentpremium.

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. (b) Credit Parties Purchaser shall promptly, and in any event within five Business Days after any Credit Party Purchaser or any authorized officer of any Credit Party Purchaser obtains knowledge thereof, notify Lender Seller in writing of any oral or written communication from any taxing authority the Internal Revenue Service or otherwise with respect to any (i) tax investigations, relating to such Credit Party the Purchaser directly, or relating to any consolidated tax return which was filed on behalf of such Credit PartyPurchaser, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any an IRS tax liability or assessment.

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 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 amounts. (b) Credit Parties shall promptlyall purposes. For purposes of this Section, and in any event within five Business Days after any Credit Party or any authorized officer of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority or otherwise with respect to any (i) tax investigationsthe Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, relating to such Credit Party directlyrules, guidelines or relating to any consolidated tax return which was filed on behalf of such Credit Party, directives thereunder or issued in connection therewith and (ii) notices 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 a “change in any applicable Law”, regardless of tax assessment the date enacted, adopted or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any tax liability or assessmentissued.

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 amounts. (b) Credit Parties shall promptly, and in any event within five Business Days after any Credit Party or any authorized officer of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority or otherwise with respect to any (i) tax investigations, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any tax liability or assessmentits reasonable discretion.

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. (b) Credit Parties shall promptly, and in any event within five Business Days after any Credit Party or any authorized officer of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority or otherwise with respect to any (i) tax investigations, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any tax liability or assessment.

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 any other levy in lieu of or equivalent to any Tax set forth in this Article 10, then all such taxes, assessments, levies, fees, impositions, or charges shall be paid by Lender with Tenant and shall be deemed to be included within the term "Tax" for the purposes hereof. B. If by law any new request Tax is payable or new directive (may, at the option of the taxpayer, be paid in installments, Tenant may whether or not having interest shall accrue on the force unpaid balance thereof, pay the same, and any accrued interest on any unpaid balance thereof, in installments as each installment becomes due and payable, but in any event, before any fine, penalty, interest or cost may be added thereto for non-payment of any installment or interest. C. Any Tax relating to a fiscal period of a taxing authority, a part of which is within the Lease Term and a part of which is subsequent to the Lease Term, shall be apportioned and adjusted between Landlord and Tenant based upon a 365-day year. Such apportionment shall be made whether or not such Tax shall be assessed, levied, imposed, or shall become a lien upon the Premises or shall become payable during the Lease Term. With respect to any Tax for public improvements or benefits which by law is payable or, at the option of the Landlord, may be paid in installments, Landlord shall pay the installments thereof which become due and payable subsequent to the expiration of the Lease Term; and Tenant shall pay all such installments which become due and payable at any time during the Lease Term even though actual payment is postponed beyond the end of the Lease Term by Tenant. D. Tenant shall furnish to Landlord five (5) days prior to the last date when any Tax will become delinquent, official receipts or other proof satisfactory to Landlord evidencing payment thereof, subject to Paragraph E below. E. Tenant shall have the right to contest or review the amount or validity of any such Tax by appropriate legal proceedings (but which is not to be deemed or construed in any way as relieving, modifying or extending Tenant's covenant to pay any such Tax at the time and in the manner as provided in this Article). F. Any contest as to the validity or amount of any Tax or assessed valuation upon which such Tax was computed or based, whether before or after payment, shall be made by Tenant in Tenant's own name, or, if required by law) , in the name of Landlord or both Landlord and Tenant. Landlord shall cooperate in any such contest, and Tenant shall indemnify and save harmless Landlord from any Governmental Authority and all costs or expenses, including attorney fees, in connection with any such proceedings brought by Tenant. Tenant shall be entitled to any refund of any such Tax and penalties or interest thereon which have been paid by Tenant. G. The certificate, advice or xxxx of the appropriate official (designated by law to make or issue the same or to receive payment of any such Tax) of the non-payment of any such Tax, shall be conclusive of the fact that such Tax was due and unpaid at the time of the making or issuance of such certificate, advice or xxxx. H. In the event that Tenant shall fail to pay any such Tax or other expense which might create a lien against the real property, required to be paid after the same shall become due and payable, Landlord shall have the right, at its option, to pay the same with all interest and penalties thereon, and the amount so paid, with interest thereon from 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 such payment at 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 percent (10%) Business days of Credit Party’s receipt of notice from Lenderper annum, pay shall be deemed 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 be Additional Rent hereunder and 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 by Tenant on the first day of the month following the month in which payment by Landlord was made. Landlord's right to make payment under this Paragraph H is a cumulative right and shall answer not be construed to be a waiver 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 rights of Landlord under law or under this Lease Agreement. I. Notwithstanding the provisions of paragraphs A-H above, if any general or special assessment is levied and assessed against the Premises, Landlord can elect to either pay the assessment in full or allow the assessment to go to bond. If Landlord pays the assessment in full, Tenant shall pay to Landlord each time a payment of real property taxes is made a sum equal to that which would have been payable (bas both principal and interest) Credit Parties had Landlord allowed the assessment to go to bond. J. Tenant's liability to pay real property taxes shall promptly, be prorated on the basis of a 365-day year to account for any fractional portion of a fiscal tax year included in the term of its commencement and in any event within five Business Days after any Credit Party or any authorized officer of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority or otherwise with respect to any (i) tax investigations, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any tax liability or assessmentexpiration.

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 any other levy in lieu of or equivalent to any Tax set forth in this Article 10, then all such taxes, assessments, levies, fees, impositions, or charges shall be paid by Lender with Tenant and shall be deemed to be included within the term "Tax" for the purposes hereof. B. If by law Tenant's share of any new request Tax is payable or new directive (may, at the option of the taxpayer, be paid in installments, Tenant may whether or not having interest shall accrue on the force unpaid balance thereof, pay the same, and any accrued interest on any unpaid balance thereof, in installments as each installment becomes due and payable, but in any event, before any fine, penalty, interest or cost may be added thereto for non-payment of any installment or interest. C. Tenant's share of any Tax relating to a fiscal period of a taxing authority, a part of which is within the Lease Term and a part of which is subsequent to the Lease Term, shall be apportioned and adjusted between Landlord and Tenant based upon a 365-day year. Such apportionment shall be made whether or not Tenant's share of such Tax shall be assessed, levied, imposed, or shall become a lien upon the Premises or shall become payable during the Lease Term. With respect to any Tax for public improvements or benefits which by law is payable or, at the option of the Landlord, may be paid in installments, Landlord shall pay the installments thereof which become due and payable subsequent to the expiration of the Lease Term; and Tenant shall pay Tenant's share of all such installments which become due and payable at any time during the Lease Term even though actual payment is postponed beyond the end of the Lease Term by Tenant. D. Tenant shall furnish to Landlord five (5) business days prior to the last date when any Tax will become delinquent, official receipts or other proof satisfactory to Landlord evidencing payment of Tenant's share thereof, subject to Paragraph E below. E. Tenant shall have the right to contest or review the amount or validity of any such Tax by appropriate legal proceedings (but which is not to be deemed or construed in any way as relieving, modifying or extending Tenant's covenant to pay Tenant's share of any such Tax at the time and in the manner as provided in this Article), on condition, however, that if Tenant's share of such contested Tax is not paid beforehand and if such legal proceedings shall not operate to prevent or stay the collection of Tenant's share of the Tax so contested, then before instituting any such proceeding, Tenant shall furnish to Landlord a cash deposit or bond as security for the payment of Tenant's share of such Tax in an amount sufficient to pay such Tax, together with all interest and penalties in connection therewith, and all charges that may or might be assessed against or be charged on the Premises in said proceedings. F. Any contest as to the validity or amount of Tenant's share of any Tax or assessed valuation upon which Tenant's share of such Tax was computed or based, whether before or after payment, shall be made by Tenant in Tenant's own name, or, if required by law) , in the name of the Landlord or both Landlord and Tenant. Landlord shall cooperate in any such contest, and Tenant shall indemnify and save harmless Landlord from any Governmental Authority and all costs or expenses, including attorney fees, in connection with any such proceedings brought by Tenant. Tenant shall be entitled to any refund of Tenant's share of any such Tax and penalties or interest thereon which have been paid by Tenant. G. The certificate, advice or bill xx the appropriate official (designated by law to make or issue the same or to receive payment of Tenant's share of any such Tax) of the non-payment of Tenant's Share of any such Tax, shall be conclusive of the fact that Tenant's share of such Tax was due and unpaid at the time of the making or issuance of such certificate, advice or bill. H. In the event that Tenant shall fail to pay Tenant's share of any such Tax or other expense which might create a lien against the real property, required to be paid after the same shall become due and payable, and Tenant has not provided Landlord with a cash deposit or bond as required in Paragraph 10(E) above, Landlord shall have the right, at its option, to pay the same with all interest and penalties thereon, and the amount so paid, with interest thereon from the date of Closing: (A) subjects Lender such payment by Landlord at the Interest Rate, shall be deemed 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, be Additional Rent hereunder 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 by Tenant on the first day of the month following the month in which payment by Landlord was made. Landlord's right to make payment under this Paragraph H is a cumulative right and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith not be construed to understand the nature and purported reason for such additional amounts. (b) Credit Parties shall promptly, and in any event within five Business Days after any Credit Party or any authorized officer be a waiver of any Credit Party obtains knowledge thereof, notify Lender in writing other rights of any oral Landlord under law or written communication from any taxing authority or otherwise with respect to any (i) tax investigations, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any tax liability or assessmentunder this Lease 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 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. (b) Credit Parties shall promptly, and in any event within five Business Days after any Credit Party or any authorized officer of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority or otherwise with respect to any (i) tax investigations, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any tax liability or assessment.

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. (b) Credit Parties shall promptly, and in any event within five Business Days after any Credit Party or any authorized officer of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority or otherwise with respect to any (i) tax investigations, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any tax liability or assessment.

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. (b) Credit Parties shall promptly, and in any event within five Business Days after any Credit Party or any authorized officer of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority or otherwise with respect to any (i) tax investigations, relating to such Credit Party directly, or relating to any consolidated tax return which was filed Taxes have been paid on behalf of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any tax liability or assessment.a timely basis. ​ ​

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. (b) Credit Parties shall promptly, and in any event within five Business Days after any Credit Party or any authorized officer of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority or otherwise with respect to any (i) tax investigations, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any tax liability or assessment.

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. (b) Credit Parties shall promptly, and in any event within five Business Days after any Credit Party or any authorized officer of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority or otherwise with respect to any (i) tax investigations, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any tax liability or assessment.

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. (b) Credit Parties shall promptly, and in any event within five Business Days after any Credit Party or any authorized officer of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority or otherwise with respect to any (i) tax investigations, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any tax liability or assessment.

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. (b) Credit Parties Borrower shall promptly, and in any event within five (5) Business Days after any Credit Party Borrower or any authorized officer of any Credit Party Borrower obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority the Internal Revenue Service or otherwise with respect to any (i) tax investigations, relating to such Credit Party the Borrower directly, or relating to any consolidated tax return which was filed on behalf of such Credit PartyBorrower, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any an IRS tax liability or assessment.

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. (b) Credit Parties shall promptly, and in any event within five Business Days after any Credit Party or any authorized officer of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority or otherwise with respect to any (i) tax investigations, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any tax liability or assessment.

Taxes and Other Charges. (ai) All payments and reimbursements to Lender Agent, for its own account and/or for the benefit of Purchasers, or any Purchaser made under any Loan Purchase 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 (A) taxes to the extent imposed on Lendera Purchaser’s net income, (B) any withholding taxes imposed on amounts payable to a Purchaser at the time such Purchaser becomes a party to this Agreement, except to the extent such Purchaser’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from Loan Parties with respect to such Non-Excluded Taxes pursuant to this Section 7.1(r), and (C) any withholding taxes imposed on amounts payable by the Canadian Loan Parties to Purchasers (provided, that, this clause (C) shall not exclude any amounts that may be payable by Loan Parties to Purchasers from time to time due to the operation of paragraph (ii) below). If any Credit Loan Party shall be required by law to deduct any such amounts non-excluded taxes, levies, imposts, deductions, assessments, charges or withholdings and all other liabilities with respect thereto (collectively, “Non-Excluded Taxes”) from or in respect of any sum payable under any Loan Purchase Document to LenderAgent, for its own account and/or for the benefit of Purchaser, or any Purchaser, then the sum payable to Lender Agent, for its own account and/or for the benefit of Purchaser, or such Purchaser shall be increased as may be necessary so that, after making all such required deductions, Lender Agent and each Purchaser receives an amount equal to the sum it would have received had no such deductions been made. . (ii) Notwithstanding any other provision of any Loan Purchase Document, if at any time after the Closing (ix) any change in any existing law, regulation, treaty (including, without limitation, the Convention between Canada and the United States of America with respect to Taxes on Income and on Capital or directive or in the interpretation or application thereof, (iiy) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iiiz) compliance by Lender Agent or any Purchaser 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 Agent or such Purchaser to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Purchase 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 Purchaser, 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 LenderAgent and/or each Purchaser), or (B) imposes on Lender Agent or Purchaser 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 Purchaser of making or continuing or maintaining any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit the Loan 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 Purchaser, any additional amounts necessary to compensate LenderAgent and each Purchaser, on an after-tax basis, for such additional cost or reduced amount as determined by LenderAgent and/or such Purchaser. If Lender Agent or any Purchaser becomes entitled to claim any additional amounts pursuant to this Section 8.12 7.1(r) it shall reasonably promptly after obtaining knowledge thereof notify Credit Loan Parties of the event by reason of which Lender Agent or such Purchaser has become so entitled entitled, and contain a calculation each such notice of such additional amounts that are proposed payable pursuant to this Section 7.1(r) submitted by Agent or such Purchaser to the Loan 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. (b) Credit Parties shall promptly, and in any event within five Business Days after any Credit Party or any authorized officer of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority or otherwise with respect to any (i) tax investigations, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any tax liability or assessment.

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. (b) Credit Parties shall promptly, and in any event within five Business Days after any Credit Party or any authorized officer of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority or otherwise with respect to any (i) tax investigations, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any tax liability or assessment.

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 amounts that are proposed request, to be due and payable and shall answer any questions and provide any explanation reasonably requested by Borrower prepay the Loan in good faith to understand the nature and purported reason for such additional amounts. (b) Credit Parties shall promptlywhole, but not in part, and terminate this Agreement without paying any prepayment premium described in any event Section 2.3(c) hereof; provided Borrower shall pay to Lender within five thirty (30) Business Days after any Credit Party or any authorized officer of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority or otherwise with respect to any (i) tax investigations, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf Borrower’s receipt of such Credit Party, (ii) notices request all such amounts required pursuant to this Section 2.8 for the period of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, time prior to Borrower prepaying the Loan in full and (iv) information that could give rise to any tax liability or assessment.terminating this Agreement. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

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. (b) Credit Parties shall promptly, and in any event within five Business Days after any Credit Party or any authorized officer of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority or otherwise with respect to any (i) tax investigations, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any tax liability or assessment.

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 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 amounts. (b) Credit Parties shall promptlyall purposes. For purposes of this Section, and in any event within five Business Days after any Credit Party or any authorized officer of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority or otherwise with respect to any (i) tax investigationsthe Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, relating to such Credit Party directlyrules, guidelines or relating to any consolidated tax return which was filed on behalf of such Credit Party, directives thereunder or issued in connection therewith and (ii) notices 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 a “change in any applicable Law”, regardless of tax assessment the date enacted, adopted or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any tax liability or assessmentissued.

Taxes and Other Charges. (ai) All payments and reimbursements to Lender Agent, for its own account and/or for the benefit of Purchasers, or any Purchaser made under any Loan Purchase 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 (A) taxes to the extent imposed on Lender’s a Purchaser's net income, (B) any withholding taxes imposed on amounts payable to a Purchaser at the time such Purchaser becomes a party to this Agreement, except to the extent such Purchaser's assignor (if any) was entitled, at the time of assignment, to receive additional amounts from Loan Parties with respect to such Non-Excluded Taxes pursuant to this Section 7.1(r), and (C) any withholding taxes imposed on amounts payable by the Canadian Loan Parties to Purchasers (provided, that, this clause (C) shall not exclude any amounts that may be payable by Loan Parties to Purchasers from time to time due to the operation of paragraph (ii) below). If any Credit Loan Party shall be required by law to deduct any such amounts non-excluded taxes, levies, imposts, deductions, assessments, charges or withholdings and all other liabilities with respect thereto (collectively, "Non-Excluded Taxes") from or in respect of any sum payable under any Loan Purchase Document to LenderAgent, for its own account and/or for the benefit of Purchaser, or any Purchaser, then the sum payable to Lender Agent, for its own account and/or for the benefit of Purchaser, or such Purchaser shall be increased as may be necessary so that, after making all such required deductions, Lender Agent and each Purchaser receives an amount equal to the sum it would have received had no such deductions been made. . (ii) Notwithstanding any other provision of any Loan Purchase Document, if at any time after the Closing (ix) any change in any existing law, regulation, treaty (including, without limitation, the Convention between Canada and the United States of America with respect to Taxes on Income and on Capital or directive or in the interpretation or application thereof, (iiy) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iiiz) compliance by Lender Agent or any Purchaser 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 Agent or such Purchaser to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever directly arising from with respect to any Loan Document Purchase 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 Purchaser, 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 LenderAgent and/or each Purchaser), or (B) imposes on Lender Agent or Purchaser 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 Purchaser of making or continuing or maintaining any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, Credit the Loan 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 Purchaser, any additional amounts necessary to compensate LenderAgent and each Purchaser, on an after-tax basis, for such additional cost or reduced amount as determined by LenderAgent and/or such Purchaser. If Lender Agent or any Purchaser becomes entitled to claim any additional amounts pursuant to this Section 8.12 7.1(r) it shall reasonably promptly after obtaining knowledge thereof notify Credit Loan Parties of the event by reason of which Lender Agent or such Purchaser has become so entitled entitled, and contain a calculation each such notice of such additional amounts that are proposed payable pursuant to this Section 7.1(r) submitted by Agent or such Purchaser to the Loan 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. (b) Credit Parties shall promptly, and in any event within five Business Days after any Credit Party or any authorized officer of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority or otherwise with respect to any (i) tax investigations, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any tax liability or assessment.

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 additional amounts. (b) Credit Parties shall promptlyapplicability of any new law, and in any event within five Business Days after any Credit Party regulation, treaty or directive enacted or any authorized officer of interpretation or application thereof that imposes any Credit Party obtains knowledge thereof, notify Lender in writing of any oral new or written communication from any taxing authority or otherwise with respect to any (i) tax investigations, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any tax liability or assessmentadditional obligation 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 '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 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. (b) Credit Parties shall promptly, and in any event within five Business Days after any Credit Party or any authorized officer evidence of payment thereof. Lender hereby represents that it does not currently know of any Credit Party obtains knowledge thereofamount that would be payable under this Section 6.14 as of the Closing Date or become payable thereafter, notify although there may be current laws or regulations that may cause an amount to be payable hereunder after the Closing Date. Notwithstanding any other provision of this Section 6.14, Lender in writing will not assess amounts under this Section 6.14 unless Lender is generally charging such amounts to a majority of any oral or written communication from any taxing authority or otherwise with respect its other borrowers to any (i) tax investigations, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any tax liability or assessmentthe extent 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 '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 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. (b) Credit Parties shall promptlydeliver no less often than once per quarter), and in any event within five Business Days after any Credit Party or any authorized officer of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority or otherwise with respect to any (i) tax investigations, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf a copy of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, report and (iv) information that could give rise to any tax liability or assessmentrelated evidence.

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. (b) Credit Parties Borrower shall promptly, and in any event within five ten (10) Business Days after any Credit Party Borrower or any authorized officer of any Credit Party Borrower obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority the Internal Revenue Service or otherwise with respect to any (i) tax investigations, investigations relating to such Credit Party the Borrower directly, or relating to any consolidated tax return which was filed on behalf of such Credit PartyBorrower, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any an IRS tax liability or assessment.

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. (b) Credit Parties shall promptly, and in any event within five Business Days after any Credit Party or any authorized officer of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority or otherwise with respect to any (i) tax investigations, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any tax liability or assessment.

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. . (b) 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 or (except for Indemnified Taxes and taxes excluded from payments directly received by the Lender from any Credit Party definition of Indemnified Taxes pursuant to the Loan Documents (except for net income taxes, franchise taxes imposed in lieu first sentence 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 LenderSection 6.14(a)), or (B) imposes on Lender any other condition or increased cost directly (other than taxes) 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 Sections 6.14(a) or (b) 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 Sections 6.14(a) or (b) submitted by Lender to 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 a “change in any applicable Law”, regardless of the date enacted, adopted or issued. (c) Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments made under any Loan Document shall answer any questions and provide any explanation deliver to the applicable Borrower, at the time or times reasonably requested by the applicable Borrower, such properly completed and executed documentation reasonably requested by the applicable Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the applicable Borrower, shall deliver such other documentation prescribed by applicable law or reasonably requested by the applicable Borrower as will enable the applicable Borrower to determine whether or not such Lender is subject to backup withholding or information reporting requirements. If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in good faith Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to understand the nature applicable Borrower at the time or times prescribed by law and purported reason for at such time or times reasonably requested by the applicable Borrower such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional amounts. (b) Credit Parties shall promptly, documentation reasonably requested by the applicable Borrower as may be necessary for the applicable Borrower to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any event within five Business Days after any Credit Party respect, it shall update such form or any authorized officer of any Credit Party obtains knowledge thereof, certification or promptly notify Lender the applicable Borrower in writing of any oral or written communication from any taxing authority or otherwise with respect its legal inability to any (i) tax investigations, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any tax liability or assessmentdo so.

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. (b) Credit Parties shall promptly, and in any event within five Business Days after any Credit Party or any authorized officer of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority or otherwise with respect to any (i) tax investigations, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any tax liability or assessment.

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. (b) Credit Parties shall promptly, and in any event within five Business Days after any Credit Party or any authorized officer of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority or otherwise with respect to any (i) tax investigations, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any tax liability or assessment.

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. (b) Credit Parties Borrower shall promptly, and in any event within five (5) Business Days after any Credit Party Borrower or any authorized officer of any Credit Party Borrower obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority the Internal Revenue Service or otherwise with respect to any (i) tax investigations, relating to such Credit Party the Borrower directly, or relating to any consolidated tax return which was filed on behalf of such Credit PartyBorrower, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any an IRS tax liability or assessment.

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. (b) Credit Parties shall promptly, and in any event within five Business Days after any Credit Party or any authorized officer of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority or otherwise with respect to any (i) tax investigations, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any tax liability or assessment.

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 payable pursuant to this Section 6.14 submitted by Lender to Borrower shall, absent manifest error, be final, conclusive and binding for all purposes. Lender hereby represents that are proposed it does not currently know of any amount that would be payable 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 due and payable and shall answer any questions and provide any explanation reasonably requested by Borrower in good faith to understand hereunder after the nature and purported reason for such additional amountsClosing Date. (b) Credit Parties Borrower shall promptly, and in any event within five (5) Business Days after any Credit Party Borrower or any authorized officer of any Credit Party Borrower obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority the Internal Revenue Service or otherwise with respect to any (i) tax investigations, relating to such Credit Party the Borrower directly, or relating to any consolidated tax return which was filed on behalf of such Credit PartyBorrower, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any an IRS tax liability or assessment.

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 and shall answer binding for all purposes. Without limiting or being limited by any questions and provide any explanation reasonably requested by Borrower in good faith to understand the nature and purported reason for such additional amounts. (b) Credit Parties shall promptly, and in any event within five Business Days after any Credit Party or any authorized officer other provision of any Credit Party obtains knowledge thereofLoan Document, notify Lender in writing of any oral or written communication from any taxing authority or otherwise with respect Borrower at all times shall retain and use a commercially known and professional payroll company to any (i) tax investigationsprocess, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, manage and (iv) information that could give rise to any tax liability or assessmentpay 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 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. (b) Each Credit Parties Party shall promptly, and in any event within five (5) Business Days after any such Credit Party or any authorized officer of any such Credit Party obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority the Internal Revenue Service or otherwise with respect to any (i) tax investigations, relating to such the Credit Party directly, or relating to any consolidated tax return which was filed on behalf of such any Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any a tax liability to or assessmentassessment by the Internal Revenue Service.

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 taxesUpon Agent's request, 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 DocumentMortgagor will promptly file, if at any time after it has not theretofore filed, such petition, application or other instrument as is necessary to cause the Closing (i) any change in any existing law, regulation, treaty Land and Improvements to be taxed as a separate parcel 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 parcels which include no property 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 a 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 amountsEncumbered Property. (b) Credit Parties shall promptlyIf any state, and federal, municipal or other governmental law, order, rule or regulation, which becomes effective subsequent to the date hereof, in any event within five Business Days after manner changes or modifies existing laws governing the taxation of mortgages or debts secured by mortgages, or the manner of collecting taxes, so as to impose on Agent a tax by reason of its ownership of any Credit Party or all of the Loan Documents or measured by the principal amount of the Notes, requires or has the practical effect of requiring Agent to pay any portion of the real estate taxes levied in respect of the Encumbered Property to pay any tax levied in whole or in part in substitution for real estate taxes or otherwise affects materially and adversely the rights of Agent in respect of the Notes, this Mortgage or the other Loan Documents, the Secured Obligations and all interest accrued thereon shall, upon thirty (30) days' notice, become due and payable forthwith at the option of Agent, whether or not there shall have occurred an Event of Default, provided, however, that, if Mortgagor may, without violating or causing a violation of such law, order, rule or regulation, pay such taxes or other sums as are necessary to eliminate such adverse effect upon the rights of Agent and does pay such taxes or other sums when due, Agent may not declare due the Secured Obligations by reason of the provisions of this Section 1.4. (c) If directed by Agent in writing, Mortgagor shall, in order to secure the performance and discharge of Mortgagor's obligations under this Section 1.4, but not in lieu of such obligations, deposit with Agent on the first day of each calendar month throughout the term of the Loans, deposits, in amounts set by Agent from time to time by written notice to Mortgagor, in order to accumulate funds sufficient to permit Agent to pay all annual ad valorem taxes, assessments and charges of the nature described herein at least thirty (30) days prior to the date or dates on which they shall become delinquent. The taxes, assessments and charges shall, if Agent so elects, include, without limitation, water and sewer rents. Mortgagor shall procure and deliver to Agent when issued all statements or bills for such obligations. Upon demand by Agent, Mortgagor shall deliver to Agent such additional monies as are required to satisfy any deficiencies in the amounts necessary to enable Agent to pay such taxes, assessments and similar charges thirty (30) days prior to the date they become delinquent. Agent shall pay such taxes, assessments and other charges as they become due to the extent of the funds on deposit with Agent from time to time and provided Mortgagor has delivered to Agent the statements or bills therefor. In making any such payments, Agent shall be entitled to rely on any bxxx issued in respect of any such taxes, assessments or charges without inquiry into the validity, propriety or amount thereof and whether delivered to Agent by Mortgagor or otherwise obtained by Agent. Any deposits received hereunder shall not be, nor be deemed to be, trust funds, but may be commingled with the general funds of Agent and Agent shall have no obligation to pay interest on amounts deposited with Agent. If any Event of Default occurs, any part or all of the amounts then on deposit or thereafter deposited with Agent may at Agent's option be applied to payment of the Secured Obligations in such order as Agent may determine. (d) Mortgagor shall not claim, demand or be entitled to receive any credit against the principal or interest payable under the terms of the Notes or the Loan Agreement or on any of the Secured Obligations for any of the taxes, assessments or similar impositions assessed against the Encumbered Property or any authorized officer of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral part thereof or written communication from any taxing authority or otherwise with respect to any (i) tax investigations, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination applicable to the Secured Obligations or audit, and (iv) information that could give rise to any tax liability or assessmentAgent's interest in the Encumbered 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 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. (b) Credit Parties Borrower shall promptly, and in any event within five (5) Business Days after any Credit Party Borrower or any authorized officer of any Credit Party Borrower obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority the Internal Revenue Service or otherwise with respect to any (i) tax investigations, relating to such Credit Party the Borrower directly, or relating to any consolidated tax return which was filed on behalf of such Credit PartyBorrower, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any an IRS tax liability or assessment.

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. (b) Credit Parties Borrower shall promptly, and in any event within five (5) Business Days after any Credit Party Borrower or any authorized officer of any Credit Party Borrower obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority the Internal Revenue Service or otherwise with respect to any (i) tax investigations, relating to such Credit Party the Borrower directly, or relating to any consolidated tax return which was filed on behalf of such Credit PartyBorrower, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any an IRS tax liability or assessment.

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. (b) Credit Parties Borrower shall promptly, and in any event within five (5) Business Days after any Credit Party Borrower or any authorized officer of any Credit Party Borrower obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority or otherwise the Internal Revenue Service with respect to any (i) tax investigationsinvestigations or assessments, relating to such Credit Party the Borrower directly, or relating to any consolidated tax return which was filed on behalf of such Credit PartyBorrower, (ii) notices of tax assessment or possible tax assessment, (iii) years more than five years past that are designated open pending tax examination or audit, and (iviii) information that could reasonably be expected to give rise to any an IRS tax liability investigation or assessment.

Taxes and Other Charges. (a) All payments Mortgagor shall pay or cause to be paid when due and reimbursements to Lender made under payable and before interest or penalties are due thereon, without 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, assessmentdefalcation or abatement, charge or withholding all taxes of any kind whatsoever directly arising from (including all personal property, income, franchise, profits, sales, use, income, gross receipts, withholding taxes and 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 real estate taxes), general and special assessments, water and sewer rents, levies, encumbrances, permits, license and inspection fees, and any all other taxes on the general affairs charges or claims of the Lender every nature and kind which may be imposed generally by federalassessed, state levied, imposed, suffered, placed or local taxing authorities with respect to interest filed at any time against Mortgagor or commitment fees the Mortgaged Property or against the interests of Lender in the Mortgaged Property, (except, Mortgagor shall not be responsible for any assessments made against or due from the Mortgagee in the nature of income, franchise, profits or other fees payable hereunder or changes in taxes which are attributable to the rate of tax on the overall net income of Lender), or (BMortgagee solely due to its status as a mortgagee) 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 which by any government entity that are not directly related to present or future law may have priority over the obligations hereunder)Obligations either in lien or in distribution out of the proceeds of any judicial sale; and the result of any of the foregoing is Mortgagor shall produce 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 Lendernot later than such dates, on an after-tax basis, copies of receipts (or other evidence) 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 amountspayment thereof. (b) Credit Parties shall promptlyUpon an Event of Default or failure to pay annual premiums for insurance, the Lender may require that, on the first day of every month, an amount equal to 1/12 of the annual premiums for such fire and extended coverage insurance, as required by Lender, and such annual real estate taxes or payments to be made in lieu of taxes which may be assessed, levied, or imposed. Without limiting the foregoing, the Lender, upon an Event of Default may require Mortgagor to pay to Lender an amount equal to 1/12 of the annual amount due for water rents, sewer rents, special assessments, and any event within five Business Days after other tax, assessment, claim, lien or encumbrance which may at any Credit Party time be or any authorized officer become a lien upon the Mortgaged Property prior to the lien of any Credit Party obtains knowledge thereofthis Mortgage, notify and on demand from time to time shall pay to Lender all additional sums as Lender in writing its discretion may deem necessary to pay such premiums and other payments, the amounts so paid to be security for such premiums and other payments and to be used in payments thereof. No amount so paid shall be deemed to be trust funds but may be commingled with general funds of any oral or written communication from any taxing authority or otherwise with respect Lender, and no interest shall be payable thereon. If, pursuant to any (i) tax investigationsprovision of this Mortgage, relating the whole amount of the Obligations becomes due and payable, Lender shall have the right at its election to such Credit Party directly, or relating to apply any consolidated tax return which was filed on behalf of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any tax liability or assessmentamounts so held against the entire indebtedness secured hereby.

Taxes and Other Charges. (a) All payments and reimbursements to Agent, for its own account and/or for the benefit of Lenders, or any 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 (i) taxes to the extent imposed on a Lender’s 's net income, (ii) any withholding taxes imposed on amounts payable to a Lender at the time such Lender becomes a party to this Agreement, except to the extent such Lender's assignor (if any) was entitled, at the time of assignment, to receive additional amounts from Borrowers with respect to such Non-Excluded Taxes pursuant to this Section 6.13, and (iii) any withholding taxes imposed on amounts payable by Canadian Borrower to CapitalSource, in its capacities as a Canadian Revolving Lender and a Canadian Term Lender (provided, that, this clause (iii) shall not exclude any amounts that may be payable by Borrowers to CapitalSource Canada from time to time due to the operation of paragraph (b) below). If any Credit Party shall be required by law to deduct any such amounts non-excluded taxes, levies, imposts, deductions, assessments, charges or withholdings and all other liabilities with respect thereto (collectively, "NON-EXCLUDED TAXES") from or in respect of any sum payable under any Loan Document to Agent, for its own account and/or for the benefit of Lenders, or any Lender, then the sum payable to Agent, for its own account and/or for the benefit of Lenders, or such Lender shall be increased as may be necessary so that, after making all such required deductions, Agent and each Lender receives an amount equal to the sum it would have received had no such deductions been made. . (b) Notwithstanding any other provision of any Loan Document, if at any time after the Closing or the making of any Revolving Advance or funding of the Term Loans (ix) any change in any existing law, regulation, treaty (including, without limitation, the Convention between Canada and the United States of America with respect to Taxes on Income and on Capital or directive or in the interpretation or application thereof, (iiy) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iiiz) 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 (which request or directive, with respect to CapitalSource Canada or any of its successors, assigns and participants, was made or issued after the date of Closing: Closing Date): (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, 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 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 be due and payable and shall answer any questions and provide any explanation reasonably requested this Section 6.13 submitted by Borrower in good faith Agent or such Lender to understand the nature and purported reason for such additional amounts. (b) Credit Parties shall promptlyshall, absent manifest error, be final, conclusive and in any event within five Business Days after any Credit Party or any authorized officer of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority or otherwise with respect to any (i) tax investigations, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any tax liability or assessmentbinding for all 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 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. (b) Credit Parties Obligors shall promptly, and in any event within five Business Days after any Credit Party either Obligor or any authorized officer of any Credit Party either Obligor obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority the Internal Revenue Service or otherwise with respect to any (i) tax investigations, relating to such Credit Party either Obligor directly, or relating to any consolidated tax return which was filed on behalf of such Credit Partyeither Obligor, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any an IRS tax liability or assessment.

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 be due and payable and shall answer any questions and provide any explanation reasonably requested this Section 6.12 submitted by Borrower in good faith Agent or such Lender to understand the nature and purported reason for such additional amounts. (b) Credit Parties shall promptlyshall, absent manifest error, be final, conclusive and in any event within five Business Days after any Credit Party or any authorized officer of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority or otherwise with respect to any (i) tax investigations, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any tax liability or assessmentbinding for all 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 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. (b) Credit Parties shall promptly, and in any event within five Business Days after any Credit Party or any authorized officer of any Credit Party obtains knowledge thereof, notify Lender in writing of any oral or written communication from any taxing authority or otherwise with respect to any (i) tax investigations, relating to such Credit Party directly, or relating to any consolidated tax return which was filed on behalf of such Credit Party, (ii) notices of tax assessment or possible tax assessment, (iii) years that are designated open pending tax examination or audit, and (iv) information that could give rise to any tax liability or assessment.