Common use of Taxes; Net Payments Clause in Contracts

Taxes; Net Payments. All payments by Borrower hereunder and under the Revolving Note and the Term Note to the Agent or any Lender shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all such payments, after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any Governmental Authority or taxing authority thereof (collectively, “Taxes”), shall not be less than the amounts otherwise specified to be paid under this Agreement. The Borrower shall pay all Taxes when due and shall promptly send to the Lender original tax receipts or copies thereof certified by the relevant taxing authority together with such other documentary evidence with respect to such payments as may be required from time to time by the Agent. If the Borrower fails to pay any Taxes to the appropriate taxing authorities when due or fails to remit to the Agent or Lender any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidence, the Borrower shall indemnify the Agent or Lender within thirty (30) days of demand by the Lender or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of such failure. Notwithstanding the foregoing, (i) the Borrower shall not be liable for the payment of any tax on or measured by the net income of any Lender pursuant to the laws of the jurisdiction where an office of such Lender making any loan hereunder is located or does business, and (ii) the foregoing obligation to gross up the payments to any Lender so as not to deduct or offset any withholding taxes or Taxes paid or payable by the Borrower with respect to any payments to such Lender shall not apply (x) to any payment to any Lender which is a “foreign corporation, partnership or trust” within the meaning of the Code if such Lender is not, on the date hereof (or on the date it becomes a Lender under this Agreement pursuant to the assignment terms of this Agreement), or on any date hereafter that it is a Lender under this Agreement, entitled to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Lender with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such item.

Taxes; Net Payments. (a) All payments made by the Borrower hereunder and under the Revolving Note and the Term Note to the Agent or any Lender Loan Documents shall be made free and clear of, and without set-off reduction for or counterclaim and in on account of, any taxes required by law to be withheld from any amounts payable under the Loan Documents. In the event that the Borrower is prohibited by law from making such payments free of deductions or withholdings, then the Borrower shall pay such additional amounts to the Administrative Agent, for the benefit of the Lenders, as may be necessary in order that all such payments, the actual amounts received by the Lenders in respect of interest and any other amounts payable under the Loan Documents after deduction or withholding for or on account (and after payment of any present or future taxes, levies, imposts, duties additional taxes or other charges due as a consequence of whatsoever nature imposed by the payment of such additional amounts) shall equal the amount that would have been received if such deduction or withholding were not required. In the event that any Governmental Authority such deduction or taxing authority thereof (collectivelywithholding can be reduced or nullified as a result of the application of any relevant double taxation convention, “Taxes”)the Lenders and the Administrative Agent will, shall not be less than at the amounts otherwise specified expense of the Borrower, cooperate with the Borrower in making application to be paid under this Agreement. The Borrower shall pay all Taxes when due and shall promptly send to the Lender original tax receipts or copies thereof certified by the relevant taxing authority together with authorities seeking to obtain such other documentary evidence reduction or nullification, provided that the Lenders and the Administrative Agent shall have no obligation to (i) engage in any litigation, hearing or proceeding with respect to such payments as may be required from time to time by the Agentthereto or (ii) disclose any tax return or other confidential information. If the Borrower fails to pay shall make any Taxes to the appropriate taxing authorities when due payment under this Section or fails to remit to the Agent shall make any deduction or Lender withholding from amounts paid under any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidenceLoan Document, the Borrower shall indemnify the Agent or Lender within thirty (30) days of demand by the Lender or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of such failure. Notwithstanding the foregoing, (i) the Borrower shall not be liable for the payment of any tax on or measured by the net income of any Lender pursuant forthwith forward to the laws Administrative Agent original or certified copies of official receipts or other evidence acceptable to the jurisdiction where an office of Administrative Agent establishing each such Lender making any loan hereunder is located payment, deduction or does businesswithholding, as the case may be, and (ii) the foregoing obligation Administrative Agent in turn shall distribute copies thereof to gross up the payments to any Lender so as not to deduct or offset any withholding taxes or Taxes paid or payable by the Borrower with respect to any payments to such Lender shall not apply (x) to each Lender. If any payment to any Lender under any Loan Document is or becomes subject to any withholding, such Lender shall (unless otherwise required by a Governmental Authority or as a result of any law, rule, regulation, order or similar directive applicable to such Lender) designate a different office or branch to which such payment is a “foreign corporationto be made from that initially selected thereby, partnership or trust” within the meaning of the Code if such designation would avoid such withholding and would not be otherwise disadvantageous to such Lender is notin any respect. In the event that any Lender determines that it received a refund or credit for taxes paid by the Borrower under this Section, on such Lender shall promptly notify the date hereof (Administrative Agent and the Borrower of such fact and shall remit to the Borrower the amount of such refund or on credit applicable to the date it becomes a payments made by the Borrower in respect of such Lender under this Agreement pursuant Section. (b) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under the Loan Documents shall deliver to the assignment terms of this AgreementBorrower (with a copy to the Administrative Agent), at the time or on any date hereafter that it is a Lender under this Agreementtimes prescribed by applicable law, entitled to submit either a Form W-8BEN such properly completed and executed documentation prescribed by applicable law or any successor form thereto (relating to reasonably requested by the Borrower as will permit such Lender and entitling it to a complete exemption from withholding on all interest payments to be received by it hereunder in respect of made without withholding or at a reduced rate. Notwithstanding any provision herein to the Loans) or Form W-8ECI or any successor form thereto (relating contrary, the Borrower shall have no obligation to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) pay to any item referred Lender any amount which the Borrower is liable to in the preceding sentence that would not have been imposed but for withhold due to the failure by of such Lender to comply with file any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections statement of such Lender with the United States if such compliance is exemption required by statute or regulation of the United States as a precondition to relief or exemption from such itemInternal Revenue Code.

Taxes; Net Payments. All payments by Borrower hereunder and under the Revolving Note and the Term Note to the Agent or any Lender shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all such payments, after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any Governmental Authority or taxing authority thereof (collectively, “"Taxes”"), shall not be less than the amounts otherwise specified to be paid under this Agreement. The Borrower shall pay all Taxes when due and shall promptly send to the Lender original tax receipts or copies thereof certified by the relevant taxing authority together with such other documentary evidence with respect to such payments as may be required from time to time by the Agent. If the Borrower fails to pay any Taxes to the appropriate taxing authorities when due or fails to remit to the Agent or Lender any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidence, the Borrower shall indemnify the Agent or Lender within thirty (30) days of demand by the Lender or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of such failure. Notwithstanding the foregoing, (i) the Borrower shall not be liable for the payment of any tax on or measured by the net income of any Lender pursuant to the laws of the jurisdiction where an office of such Lender making any loan hereunder is located or does business, and (ii) the foregoing obligation to gross up the payments to any Lender so as not to deduct or offset any withholding taxes or Taxes paid or payable by the Borrower with respect to any payments to such Lender shall not apply (x) to any payment to any Lender which is a “"foreign corporation, partnership or trust” " within the meaning of the Code if such Lender is not, on the date hereof (or on the date it becomes a Lender under this Agreement pursuant to the assignment terms of this Agreement), or on any date hereafter that it is a Lender under this Agreement, entitled to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Lender with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such item.

Taxes; Net Payments. (a) All payments made by the Borrower hereunder and under the Revolving Note and the Term Note to the Agent or any Lender Loan Documents shall be made free and clear of, and without set-off reduction for or counterclaim on account of, any taxes required by law to be withheld from any amounts payable under the Loan Documents. In the event that the Borrower is prohibited by law from making such payments free of deductions or withholdings, then the Borrower shall pay such additional amounts to the Administrative Agent, for the benefit of the Issuer and in such amounts the Lenders, as may be necessary in order that all such payments, the actual amounts received by the Issuer and the Lenders in respect of interest and any other amounts payable under the Loan Documents after deduction or withholding for or on account (and after payment of any present or future taxes, levies, imposts, duties additional taxes or other charges due as a consequence of whatsoever nature imposed by the payment of such additional amounts) shall equal the amount that would have been received if such deduction or withholding were not required. In the event that any Governmental Authority such deduction or taxing authority thereof (collectivelywithholding can be reduced or nullified as a result of the application of any relevant double taxation convention, “Taxes”)the Lenders, shall not be less than the amounts otherwise specified Issuer and the Administrative Agent will, at the expense of the Borrower, cooperate with the Borrower in making application to be paid under this Agreement. The Borrower shall pay all Taxes when due and shall promptly send to the Lender original tax receipts or copies thereof certified by the relevant taxing authority together with authorities seeking to obtain such other documentary evidence reduction or nullification, provided that the Lenders, the Issuer and the Administrative Agent shall have no obligation to (i) engage in any litigation, hearing or proceeding with respect to such payments as may be required from time to time by the Agentthereto or (ii) disclose any tax return or other confidential information. If the Borrower fails to pay shall make any Taxes to the appropriate taxing authorities when due payment under this Section or fails to remit to the Agent shall make any deduction or Lender withholding from amounts paid under any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidenceLoan Document, the Borrower shall indemnify forthwith forward to the Administrative Agent original or certified copies of official receipts or other evidence acceptable to the Administrative Agent establishing each such payment, deduction or withholding, as the case may be, and the Administrative Agent in turn shall distribute copies thereof to the Issuer and each Lender. If any payment to the Issuer or any Lender within thirty under any Loan Document is or becomes subject to any withholding, the Issuer or such Lender, as the case may be, shall (30) days of demand unless otherwise required by the Lender a Governmental Authority or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of any law, rule, regulation, order or similar directive applicable to the Issuer or such failure. Notwithstanding Lender, as the foregoingcase may be) designate a different office or branch to which such payment is to be made from that initially selected thereby, (i) the Borrower shall if such designation would avoid such withholding and would not be liable for otherwise disadvantageous to the payment of Issuer or such Lender, as the case may be, in any tax on respect. In the event that the Issuer or measured by the net income of any Lender pursuant to the laws of the jurisdiction where an office of such Lender making any loan hereunder is located determines that it received a refund or does business, and (ii) the foregoing obligation to gross up the payments to any Lender so as not to deduct or offset any withholding credit for taxes or Taxes paid or payable by the Borrower with respect to any payments to such Lender shall not apply (x) to any payment to any Lender which is a “foreign corporation, partnership or trust” within the meaning of the Code if such Lender is not, on the date hereof (or on the date it becomes a Lender under this Agreement pursuant Section, the Issuer or such Lender, as the case may be, shall promptly notify the Administrative Agent and the Borrower of such fact and shall remit to the assignment terms Borrower the amount of this Agreement), such refund or on any date hereafter that it is a Lender under this Agreement, entitled credit applicable to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received the payments made by it hereunder the Borrower in respect of the LoansIssuer or such Lender, as the case may be, under this Section. (b) Any Foreign Lender that is entitled to an exemption from or Form W-8ECI reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any successor form thereto treaty to which such jurisdiction is a party, with respect to payments under the Loan Documents shall deliver to the Borrower (relating with a copy to all interest the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be received by such Lender hereunder in respect of made without withholding or at a reduced rate. Notwithstanding any provision herein to the Loans) of contrary, the U.S. Department of Treasury, or (y) Borrower shall have no obligation to pay to any item referred Lender any amount which the Borrower is liable to in the preceding sentence that would not have been imposed but for withhold due to the failure by of such Lender to comply with file any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections statement of such Lender with the United States if such compliance is exemption required by statute or regulation of the United States as a precondition to relief or exemption from such itemInternal Revenue Code.

Taxes; Net Payments. All payments by Borrower hereunder and under the any Revolving Note and the Term Note to the Agent or any Lender shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all such payments, after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any Governmental Authority or taxing authority thereof (collectively, “Taxes”), shall not be less than the amounts otherwise specified to be paid under this Agreement. The Borrower shall pay all Taxes when due and shall promptly send to the Lender original tax receipts or copies thereof certified by the relevant taxing authority together with such other documentary evidence with respect to such payments as may be required from time to time by the Agent. If the Borrower fails to pay any Taxes to the appropriate taxing authorities when due or fails to remit to the Agent or Lender any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidence, the Borrower shall indemnify the Agent or Lender within thirty (30) days of demand by the Lender or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of such failure. Notwithstanding the foregoing, (i) the Borrower shall not be liable for the payment of any tax on or measured by the net income of any Lender pursuant to the laws of the jurisdiction where an office of such Lender making any loan hereunder is located or does business, and (ii) the foregoing obligation to gross up the payments to any Lender so as not to deduct or offset any withholding taxes or Taxes paid or payable by the Borrower with respect to any payments to such Lender shall not apply (x) to any payment to any Lender which is a “foreign corporation, partnership or trust” within the meaning of the Code if such Lender is not, on the date hereof (or on the date it becomes a Lender under this Agreement pursuant to the assignment terms of this Agreement), or on any date hereafter that it is a Lender under this Agreement, entitled to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Lender with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such itemitem or (z) to any taxes imposed pursuant to FATCA.

Taxes; Net Payments. All payments by Borrower hereunder and under the Revolving Note and the Term Note to the Agent or any Lender shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all such payments, after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any Governmental Authority or taxing authority thereof (collectively, “"Taxes”"), shall not be less than the amounts otherwise specified to be paid under this Agreement. The Borrower shall pay all Taxes when due and shall promptly send to the Lender original tax receipts or copies thereof certified by the relevant taxing authority together with such other documentary evidence with respect to such payments as may be required from time to time by the Agent. If the Borrower fails to pay any Taxes to the appropriate taxing authorities when due or fails to remit to the Agent or Lender any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidence, the Borrower shall indemnify the Agent or Lender within thirty (30) days of demand by the Lender or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of such failure. Notwithstanding the foregoing, (i) the Borrower shall not be liable for the payment of any tax on or measured by the net income of any Lender pursuant to the laws of the jurisdiction where an office of such Lender making any loan hereunder is located or does business, and (ii) the foregoing obligation to gross up the payments to any Lender so as not to deduct or offset any withholding taxes or Taxes paid or payable by the Borrower with respect to any payments to such Lender shall not apply (x) to any payment to any Lender which is a “"foreign corporation, partnership or trust” " within the meaning of the Code if such Lender is not, on the date hereof (or on the date it becomes a Lender under this Agreement pursuant to the assignment terms of this Agreement), or on any date hereafter that it is a Lender under this Agreement, entitled to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Lender with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such itemitem or (z) to any taxes imposed pursuant to FATCA.

Taxes; Net Payments. (a) All payments made by the Borrower hereunder and under the Revolving Note and the Term Note to the Agent or any Lender Loan Documents shall be made free and clear of, and without set-off reduction for or counterclaim and on account of, any Included Taxes required by law to be withheld from any amounts payable under the Loan Documents. In the event that the Borrower is prohibited by law from making payments under the Loan Documents free of deductions or withholdings in respect of Included Taxes, then the Borrower shall pay such additional amounts to the Administrative Agent, for the benefit of the Indemnified Tax Persons, as may be necessary in order that all such payments, the actual amounts received by each Indemnified Tax Person in respect of interest and any other amount payable under the Loan Documents after deduction or withholding for or on account (and after payment of any present or future taxes, levies, imposts, duties additional taxes or other charges due as a consequence of whatsoever nature imposed the payment of such additional amounts) shall equal the amount that would have been received if such deduction or withholding were not required. In the event that any such deduction or withholding with respect to Included Taxes can be reduced or nullified as a result of the application of any relevant double taxation convention, the relevant Indemnified Tax Person will cooperate with the Borrower (at the sole expense of the Borrower) in making application to the relevant taxing authorities to seek to obtain such reduction or nullification, so long as it would not be disadvantageous to such Indemnified Tax Person, provided, however, that no Indemnified Tax Person shall have any obligation to engage in litigation with respect thereto. If the Borrower shall make any payments under this Section 3.10 or shall make any deductions or withholdings from amounts paid in accordance with this Section 3.10, the Borrower shall, as promptly as practicable thereafter, forward to the Administrative Agent original or certified copies of official receipts or other evidence acceptable to the Administrative Agent establishing such payment and the Administrative Agent in turn shall distribute copies of such receipts to each Indemnified Tax Person. If payments under the Loan Documents to any Indemnified Tax Person are or become subject to any withholding, such Indemnified Tax Person shall (unless otherwise required by any a Governmental Authority or taxing authority thereof as a result of any treaty, convention, law, rule, regulation, order or similar directive applicable to such Indemnified Tax Person) use its best efforts to designate a different office or branch to which payments are to be made under the Loan Documents from that initially selected thereby, if such designation would avoid or mitigate such withholding and would not be disadvantageous to such Indemnified Tax Person. In the event that any Indemnified Tax Person shall have determined that it received a refund or credit for Included Taxes paid by the Borrower under this Section 3.10, such Indemnified Tax Person shall promptly notify the Administrative Agent and the Borrower of such fact and shall remit to the Borrower the amount of such refund or credit applicable to the payments made by the Borrower in respect of such Indemnified Tax Person under this Section 3.10. (collectivelyb) Each Indemnified Tax Person shall deliver to the Borrower such certificates, “Taxes”)documents, or other evidence as the Borrower may reasonably require from time to time as are necessary to establish that such Indemnified Tax Person is not subject to withholding under Section 1441, 1442 or 3406 of the Code or as may be necessary to establish, under any law imposing upon the Borrower, hereafter, an obligation to withhold any portion of the payments made by the Borrower under the Loan Documents, that payments to the Administrative Agent on behalf of such Indemnified Tax Person are not subject to withholding. Notwithstanding any provision herein to the contrary, the Borrower shall not be less than have any obligation to pay to the amounts otherwise specified Administrative Agent for the benefit of any Indemnified Tax Person any amount which the Borrower is required to be paid under this Agreement. The Borrower shall pay all Taxes when due withhold (and shall promptly send have no obligation to the otherwise indemnify any Lender original tax receipts or copies thereof certified by the relevant taxing authority together with such other documentary evidence with respect to such payments amount) to the extent that the Borrower's obligation to withhold is due to the failure of such Indemnified Tax Person to file any required statement, certificate or other document with respect to exemption which such Borrower requested of it. (c) Each Indemnified Tax Person not incorporated under the laws of the United States or any State thereof shall deliver to the Borrower such certificates, documents, or other evidence as the Borrower may be required reasonably require from time to time as are necessary to establish that such Indemnified Tax Person is not subject to withholding under Section 1441, 1442 or 3406 of the Code or as may be necessary to establish, under any law imposing upon the Borrower, hereafter, an obligation to withhold any portion of the payments made by the Agent. If Borrower under the Borrower fails to pay any Taxes Loan Documents, that payments to the appropriate taxing authorities when due or fails Administrative Agent on behalf of such Indemnified Tax Person are not subject to remit withholding. Notwithstanding any provision herein to the Agent or Lender any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidencecontrary, the Borrower shall indemnify not have any obligation to pay to the Administrative Agent or Lender within thirty (30) days for the benefit of demand any Indemnified Tax Person any amount which the Borrower is liable to withhold due to the failure of such Indemnified Tax Person to file any statement of exemption required by the Lender or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of such failure. Notwithstanding the foregoing, (i) the Borrower shall not be liable for the payment of any tax on or measured by the net income of any Lender pursuant to the laws of the jurisdiction where an office of such Lender making any loan hereunder is located or does business, and (ii) the foregoing obligation to gross up the payments to any Lender so as not to deduct or offset any withholding taxes or Taxes paid or payable by the Borrower with respect to any payments to such Lender shall not apply (x) to any payment to any Lender which is a “foreign corporation, partnership or trust” within the meaning of the Code if such Lender is not, on the date hereof (or on the date it becomes a Lender under this Agreement pursuant to the assignment terms of this Agreement), or on any date hereafter that it is a Lender under this Agreement, entitled to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Lender with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such itemCode.

Taxes; Net Payments. (a) All payments by Borrower hereunder and or on account of the Borrowers under the Revolving Note and the Term Note any Loan Document to the Agent or any Lender Bank shall be made free and clear of, and without set-off or counterclaim and in such amounts as may be necessary in order that all such payments, after any deduction or withholding for or on account of of, any and all present or future taxesIndemnified Taxes or Other Taxes, levies, imposts, duties provided that if any Borrower or any other charges of whatsoever nature imposed Person is required by any Governmental Authority law, rule, regulation, order, directive, treaty or taxing authority thereof (collectively, “Taxes”), shall not be less than the amounts otherwise specified guideline to make any deduction or withholding in respect of such Indemnified Tax or Other Tax from any amount required to be paid by the Borrowers to the Bank under any Loan Document (each, a "Required Payment"), then (i) the Borrowers shall notify the Bank of any such requirement or any change in any such requirement as soon as the Borrowers become aware thereof, (ii) the Borrowers shall pay such Indemnified Tax or Other Tax prior to the date on which penalties attach thereto, such payment to be made (to the extent that the liability to pay is imposed on any Borrower) for its own account or (to the extent that the liability to pay is imposed on the Bank) on behalf and in the name of the Bank, (iii) the Borrowers shall pay to the Bank an additional amount such that the Bank shall receive on the due date therefor an amount equal to the Required Payment had no such deduction or withholding been made or required, and (iv) the Borrowers shall, within 30 days after paying such Indemnified Tax or Other Tax, deliver to the Bank satisfactory evidence of such payment to the relevant Governmental Authority. (b) The Borrowers shall reimburse the Bank, within 10 days after written demand therefor, for the full amount of all Indemnified Taxes or Other Taxes paid by the Bank on or with respect to any payment by or on account of any obligation of any Borrower under the Loan Documents (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Agreement. The Borrower shall pay all Taxes when due Section) and shall promptly send to the Lender original tax receipts any penalties, interest and reasonable expenses arising therefrom or copies thereof certified with respect thereto (other than any such penalties, interest or expenses that are incurred by the relevant taxing authority together with such other documentary evidence Bank's unreasonably taking or omitting to take action with respect to such payments as may be required from time to time Indemnified Taxes or Other Taxes), whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the Agentrelevant Governmental Authority. If the Borrower fails to pay any Taxes A certificate as to the appropriate taxing authorities when due amount of such payment or fails liability delivered to the Borrowers by the Bank shall be conclusive absent manifest error. In the event that the Bank determines that it received a refund or credit for Indemnified Taxes or Other Taxes paid by the Borrowers under this Section, the Bank shall promptly notify the Borrowers of such fact and shall remit to the Agent or Lender any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidence, Borrower the Borrower shall indemnify the Agent or Lender within thirty (30) days of demand by the Lender or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result amount of such failure. Notwithstanding the foregoing, (i) the Borrower shall not be liable for the payment of any tax on refund or measured by the net income of any Lender pursuant to the laws of the jurisdiction where an office of such Lender making any loan hereunder is located or does business, and (ii) the foregoing obligation to gross up the payments to any Lender so as not to deduct or offset any withholding taxes or Taxes paid or payable by the Borrower with respect to any payments to such Lender shall not apply (x) to any payment to any Lender which is a “foreign corporation, partnership or trust” within the meaning of the Code if such Lender is not, on the date hereof (or on the date it becomes a Lender under this Agreement pursuant to the assignment terms of this Agreement), or on any date hereafter that it is a Lender under this Agreement, entitled to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Lender with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such itemcredit.

Taxes; Net Payments. (a) All payments made by the Borrower hereunder and under the Revolving Note and the Term Note to the Agent or any Lender Loan Documents shall be made free and clear of, and without set-off reduction for or counterclaim and on account of, any Included Taxes required by law to be withheld from any amounts payable under the Loan Documents. In the event that the Borrower is prohibited by law from making payments under the Loan Documents free of deductions or withholdings in respect of Included Taxes, then the Borrower, without duplication of other payments hereunder, shall pay such additional amounts to the Administrative Agent, for the benefit of the Credit Parties, as may be necessary in order that all such payments, the actual amounts received by each Credit Party in respect of interest and any other amount payable under the Loan Documents after deduction or withholding for or on account (and after payment of any present or future taxes, levies, imposts, duties additional taxes or other charges due as a consequence of whatsoever nature imposed the payment of such additional amounts) shall equal the amount that would have been received if such deduction or withholding were not required. In the event that any such deduction or withholding with respect to Included Taxes can be reduced or nullified as a result of the application of any relevant double taxation convention, the relevant Credit Party will cooperate with the Borrower (at the sole expense of the Borrower) in making application to the relevant taxing authorities to seek to obtain such reduction or nullification, so long as it would not be disadvantageous to such Credit Party, provided, however, that no Credit Party shall have any obligation to engage in litigation with respect thereto. If the Borrower shall make any payments under this Section 3.10 or shall make any deductions or withholdings from amounts paid in accordance with this Section 3.10, the Borrower shall, as promptly as practicable thereafter, forward to the Administrative Agent original or certified copies of official receipts or other evidence acceptable to the Administrative Agent establishing such payment and the Administrative Agent in turn shall distribute copies of such receipts to each Credit Party. If payments under the Loan Documents to any Credit Party are or become subject to any withholding, such Credit Party shall (unless otherwise required by any a Governmental Authority or taxing authority thereof as a result of any treaty, convention, law, rule, regulation, order or similar directive applicable to such Credit Party) use its best efforts to designate a different office or branch to which payments are to be made under the Loan Documents from that initially selected thereby, if such designation would avoid or mitigate such withholding and would not be disadvantageous to such Credit Party. In the event that any Credit Party shall have determined that it received a refund or credit for Included Taxes paid by the Borrower under this Section 3.10, such Credit Party shall promptly notify the Administrative Agent and the Borrower of such fact and shall remit to the Borrower the amount of such refund or credit applicable to the payments made by the Borrower in respect of such Credit Party under this Section 3.10. (collectivelyb) Each Credit Party shall deliver to the Borrower such certificates, “Taxes”)documents, or other evidence as the Borrower may reasonably require from time to time as are necessary to establish that such Credit Party is not subject to withholding under Section 1441, 1442 or 3406 of the Code or as may be necessary to establish, under any law imposing upon the Borrower, hereafter, an obligation to withhold any portion of the payments made by the Borrower under the Loan Documents, that payments to the Administrative Agent on behalf of such Credit Party are not subject to withholding. Notwithstanding any provision herein to the contrary, the Borrower shall not be less than have any obligation to pay to the amounts otherwise specified Administrative Agent for the benefit of any Credit Party any amount which the Borrower is required to be paid under this Agreement. The Borrower shall pay all Taxes when due withhold (and shall promptly send have no obligation to the otherwise indemnify any Lender original tax receipts or copies thereof certified by the relevant taxing authority together with such other documentary evidence with respect to such payments amount) to the extent that the Borrower's obligation to withhold is due to the failure of such Credit Party to file any required statement, certificate or other document with respect to exemption which such Borrower requested of it. (c) Each Credit Party not incorporated under the laws of the United States or any State thereof shall deliver to the Borrower such certificates, documents, or other evidence as the Borrower may be required reasonably require from time to time as are necessary to establish that such Credit Party is not subject to withholding under Section 1441, 1442 or 3406 of the Code or as may be necessary to establish, under any law imposing upon the Borrower, hereafter, an obligation to withhold any portion of the payments made by the Agent. If Borrower under the Borrower fails to pay any Taxes Loan Documents, that payments to the appropriate taxing authorities when due or fails Administrative Agent on behalf of such Credit Party are not subject to remit withholding. Notwithstanding any provision herein to the Agent or Lender any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidencecontrary, the Borrower shall indemnify not have any obligation to pay to the Administrative Agent or Lender within thirty (30) days for the benefit of demand any Credit Party any amount which the Borrower is liable to withhold due to the failure of such Credit Party to file any statement of exemption required by the Lender or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of such failure. Notwithstanding the foregoing, (i) the Borrower shall not be liable for the payment of any tax on or measured by the net income of any Lender pursuant to the laws of the jurisdiction where an office of such Lender making any loan hereunder is located or does business, and (ii) the foregoing obligation to gross up the payments to any Lender so as not to deduct or offset any withholding taxes or Taxes paid or payable by the Borrower with respect to any payments to such Lender shall not apply (x) to any payment to any Lender which is a “foreign corporation, partnership or trust” within the meaning of the Code if such Lender is not, on the date hereof (or on the date it becomes a Lender under this Agreement pursuant to the assignment terms of this Agreement), or on any date hereafter that it is a Lender under this Agreement, entitled to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Lender with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such itemCode.

Taxes; Net Payments. (a) All payments made by the Borrower hereunder and under the Revolving Note and the Term Note to the Agent or any Lender Loan Documents shall be made free and clear of, and without set-off reduction for or counterclaim and in on account of, any taxes required by law to be withheld from any amounts payable under the Loan Documents. In the event that the Borrower is prohibited by law from making such payments free of deductions or withholdings, then the Borrower shall pay such additional amounts to the Administrative Agent, for the benefit of the Lenders, as may be necessary in order that all such payments, the actual amounts received by the Lenders in respect of interest and any other amounts payable under the Loan Documents after deduction or withholding for or on account (and after payment of any present or future taxes, levies, imposts, duties additional taxes or other charges due as a consequence of whatsoever nature imposed by the payment of such additional amounts) shall equal the amount that would have been received if such deduction or withholding were not required. In the event that any Governmental Authority such deduction or taxing authority thereof (collectivelywithholding can be reduced or nullified as a result of the application of any relevant double taxation convention, “Taxes”)the Lenders and the Administrative Agent will, shall not be less than at the amounts otherwise specified expense of the Borrower, cooperate with the Borrower in making application to be paid under this Agreement. The Borrower shall pay all Taxes when due and shall promptly send to the Lender original tax receipts or copies thereof certified by the relevant taxing authority together with authorities seeking to obtain such other documentary evidence reduction or nullification, PROVIDED that the Lenders and the Administrative Agent shall have no obligation to (i) engage in any litigation, hearing or proceeding with respect to such payments as may be required from time to time by the Agentthereto or (ii) disclose any tax return or other confidential information. If the Borrower fails to pay shall make any Taxes to the appropriate taxing authorities when due payment under this Section or fails to remit to the Agent shall make any deduction or Lender withholding from amounts paid under any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidenceLoan Document, the Borrower shall indemnify the Agent or Lender within thirty (30) days of demand by the Lender or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of such failure. Notwithstanding the foregoing, (i) the Borrower shall not be liable for the payment of any tax on or measured by the net income of any Lender pursuant forthwith forward to the laws Administrative Agent original or certified copies of official receipts or other evidence acceptable to the jurisdiction where an office of Administrative Agent establishing each such Lender making any loan hereunder is located payment, deduction or does businesswithholding, as the case may be, and (ii) the foregoing obligation Administrative Agent in turn shall distribute copies thereof to gross up the payments to any Lender so as not to deduct or offset any withholding taxes or Taxes paid or payable by the Borrower with respect to any payments to such Lender shall not apply (x) to each Lender. If any payment to any Lender under any Loan Document is or becomes subject to any withholding, such Lender shall (unless otherwise required by a Governmental Authority or as a result of any law, rule, regulation, order or similar directive applicable to such Lender) designate a different office or branch to which such payment is a “foreign corporationto be made from that initially selected thereby, partnership or trust” within the meaning of the Code if such designation would avoid such withholding and would not be otherwise disadvantageous to such Lender is notin any respect. In the event that any Lender determines that it received a refund or credit for taxes paid by the Borrower under this Section, on such Lender shall promptly notify the date hereof (Administrative Agent and the Borrower of such fact and shall remit to the Borrower the amount of such refund or on credit applicable to the date it becomes a payments made by the Borrower in respect of such Lender under this Agreement pursuant Section. (b) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under the Loan Documents shall deliver to the assignment terms of this AgreementBorrower (with a copy to the Administrative Agent), at the time or on any date hereafter that it is a Lender under this Agreementtimes prescribed by applicable law, entitled to submit either a Form W-8BEN such properly completed and executed documentation prescribed by applicable law or any successor form thereto (relating to reasonably requested by the Borrower as will permit such Lender and entitling it to a complete exemption from withholding on all interest payments to be received by it hereunder in respect of made without withholding or at a reduced rate. Notwithstanding any provision herein to the Loans) or Form W-8ECI or any successor form thereto (relating contrary, the Borrower shall have no obligation to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) pay to any item referred Lender any amount which the Borrower is liable to in the preceding sentence that would not have been imposed but for withhold due to the failure by of such Lender to comply with file any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections statement of such Lender with the United States if such compliance is exemption required by statute or regulation of the United States as a precondition to relief or exemption from such itemInternal Revenue Code.

Taxes; Net Payments. (a) All payments by Borrower hereunder and or on account of the Borrowers under the Revolving Note and the Term Note Loan Document to the Agent or any Lender Bank shall be made free and clear of, and without set-off or counterclaim and in such amounts as may be necessary in order that all such payments, after any deduction or withholding for or on account of of, any and all present or future taxesIndemnified Taxes or Other Taxes, levies, imposts, duties provided that if any Borrower or any other charges of whatsoever nature imposed Person is required by any Governmental Authority law, rule, regulation, order, directive, treaty or taxing authority thereof (collectively, “Taxes”), shall not be less than the amounts otherwise specified guideline to make any deduction or withholding in respect of such Indemnified Tax or Other Tax from any amount required to be paid by the Borrowers to the Bank under the Loan Document (each, a "Required Payment"), then (i) the Borrowers shall notify the Bank of any such requirement or any change in any such requirement as soon as the Borrowers become aware thereof, (ii) the Borrowers shall pay such Indemnified Tax or Other Tax prior to the date on which penalties attach thereto, such payment to be made (to the extent that the liability to pay is imposed on any Borrower) for its own account or (to the extent that the liability to pay is imposed on the Bank) on behalf and in the name of the Bank, (iii) the Borrowers shall pay to the Bank an additional amount such that the Bank shall receive on the due date therefor an amount equal to the Required Payment had no such deduction or withholding been made or required, and (iv) the Borrowers shall, within 30 days after paying such Indemnified Tax or Other Tax, deliver to the Bank satisfactory evidence of such payment to the relevant Governmental Authority. (b) The Borrowers shall reimburse the Bank, within 10 days after written demand therefor, for the full amount of all Indemnified Taxes or Other Taxes paid by the Bank on or with respect to any payment by or on account of any obligation of any Borrower under the Loan Documents (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Agreement. The Borrower shall pay all Taxes when due Section) and shall promptly send to the Lender original tax receipts any penalties, interest and reasonable expenses arising therefrom or copies thereof certified with respect thereto (other than any such penalties, interest or expenses that are incurred by the relevant taxing authority together with such other documentary evidence Bank's unreasonably taking or omitting to take action with respect to such payments as may be required from time to time Indemnified Taxes or Other Taxes), whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the Agentrelevant Governmental Authority. If the Borrower fails to pay any Taxes A certificate as to the appropriate taxing authorities when due amount of such payment or fails liability delivered to the Borrowers by the Bank shall be conclusive absent manifest error. In the event that the Bank determines that it received a refund or credit for Indemnified Taxes or Other Taxes paid by the Borrowers under this Section, the Bank shall promptly notify the Borrowers of such fact and shall remit to the Agent or Lender any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidence, Borrower the Borrower shall indemnify the Agent or Lender within thirty (30) days of demand by the Lender or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result amount of such failure. Notwithstanding the foregoing, (i) the Borrower shall not be liable for the payment of any tax on refund or measured by the net income of any Lender pursuant to the laws of the jurisdiction where an office of such Lender making any loan hereunder is located or does business, and (ii) the foregoing obligation to gross up the payments to any Lender so as not to deduct or offset any withholding taxes or Taxes paid or payable by the Borrower with respect to any payments to such Lender shall not apply (x) to any payment to any Lender which is a “foreign corporation, partnership or trust” within the meaning of the Code if such Lender is not, on the date hereof (or on the date it becomes a Lender under this Agreement pursuant to the assignment terms of this Agreement), or on any date hereafter that it is a Lender under this Agreement, entitled to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Lender with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such itemcredit.

Taxes; Net Payments. (a) All payments made by the Borrower hereunder and any Subsidiary Guarantor under the Revolving Note and the Term Note to the Agent or any Lender Loan Documents shall be made free and clear of, and without set-off or counterclaim and in such amounts as may be necessary in order that all such payments, after deduction or withholding reduction for or on account of, any Taxes required by law to be withheld from any amounts payable under the Loan Documents. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any present Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or future taxes, levies, imposts, duties withholding and shall timely pay the full amount deducted or other charges of whatsoever nature imposed by any withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by Borrower shall be increased as necessary so that after such deduction or taxing authority thereof withholding has been made (collectively, “Taxes”), shall not be less than the amounts otherwise specified including such deductions and withholdings applicable to be paid additional sums payable under this Agreement. Section 2.12) the Credit Parties receive an amount equal to the sum they would have received had no such deduction or withholding been made. (b) The Borrower shall timely pay all Taxes when due and shall promptly send to the Lender relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse the Credit Parties for, Other Taxes. (c) As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section 2.12, the Borrower shall deliver to the Administrative Agent the original tax receipts or copies thereof a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. (d) The Borrower shall indemnify and pay to the Administrative Agent or the Lenders, as the case may be, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by any Credit Party or required to be withheld or deducted from a payment to any Credit Party and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant taxing authority together Governmental Authority. (e) A statement setting forth the calculations of any amounts payable pursuant to subsections (a) or (d) of this Section 2.12 submitted by a Credit Party to the Borrower shall be conclusive absent manifest error. The obligations of the Borrower under this Section shall survive the termination of this Agreement and the Commitments and the payment of the Notes and all other amounts payable under the Loan Documents. (f) Each Lender which is a foreign corporation within the meaning of Section 1442 of the Code that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent such certificates, documents or other documentary evidence as the Borrower or the Administrative Agent may reasonably require from time to time as are necessary to establish that such Lender is not subject to withholding with respect to such payments under Section 1441 or 1442 of the Code or as may be required from time necessary to time establish, under any law imposing upon the Borrower an obligation to withhold any portion of the payments made by the Agent. If Borrower under the Borrower fails to pay any Taxes Loan Documents, that payments to the appropriate taxing authorities when due or fails to remit to the Administrative Agent or Lender any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidence, the Borrower shall indemnify the Agent or Lender within thirty (30) days of demand by the Lender or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of such failure. Notwithstanding the foregoing, (i) the Borrower shall not be liable for the payment of any tax on or measured by the net income of any Lender pursuant to the laws of the jurisdiction where an office behalf of such Lender making are not subject to withholding. (g) If a payment made to a Lender under any loan hereunder is located 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 Section 1471(b) or does business1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and (ii) the foregoing obligation to gross up Administrative Agent at the payments to any Lender so as not to deduct time or offset any withholding taxes times prescribed by law and at such time or Taxes paid or payable times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with respect their obligations under FATCA and to any payments 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. Solely for purposes of this subsection (g), "FATCA" shall not apply (x) include any amendments made to any payment to any Lender which is a “foreign corporation, partnership or trust” within the meaning of the Code if such Lender is not, on FATCA after the date hereof (or on the date it becomes a Lender under this Agreement pursuant to the assignment terms of this Agreement), or on any date hereafter that it is a Lender under this Agreement, entitled to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Lender with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such item.

Taxes; Net Payments. (a) All payments made by the Borrower hereunder and under the Revolving Note and the Term Note to the Agent or any Lender Loan Documents shall be made free and clear of, and without set-off reduction for or counterclaim and in on account of, any taxes required by law to be withheld from any amounts payable under the Loan Documents. In the event that the Borrower is prohibited by law from making such payments free of deductions or withholdings, then the Borrower shall pay such additional amounts to the Administrative Agent, for the benefit of the Lenders, as may be necessary in order that all such payments, the actual amounts received by the Lenders in respect of interest and any other amounts payable under the Loan Documents after deduction or withholding for or on account (and after payment of any present or future taxes, levies, imposts, duties additional taxes or other charges due as a consequence of whatsoever nature imposed by the payment of such additional amounts) shall equal the amount that would have been received if such deduction or withholding were not required. In the event that any Governmental Authority such deduction or taxing authority thereof (collectivelywithholding can be reduced or nullified as a result of the application of any relevant double taxation convention, “Taxes”)the Lenders and the Administrative Agent will, shall not be less than at the amounts otherwise specified expense of the Borrower, cooperate with the Borrower in making application to be paid under this Agreement. The Borrower shall pay all Taxes when due and shall promptly send to the Lender original tax receipts or copies thereof certified by the relevant taxing authority together with authorities seeking to obtain such other documentary evidence reduction or nullification, PROVIDED that the Lenders and the Administrative Agent shall have no obligation to (i) engage in any litigation, hearing or proceeding with respect to such payments as may be required from time to time by the Agentthereto or (ii) disclose any tax return or other confidential information. If the Borrower fails to pay shall make any Taxes to the appropriate taxing authorities when due payment under this Section or fails to remit to the Agent shall make any deduction or Lender withholding from amounts paid under any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidenceLoan Document, the Borrower shall indemnify the Agent or Lender within thirty (30) days of demand by the Lender or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of such failure. Notwithstanding the foregoing, (i) the Borrower shall not be liable for the payment of any tax on or measured by the net income of any Lender pursuant forthwith forward to the laws Administrative Agent original or certified copies of official receipts or other evidence acceptable to the jurisdiction where an office of Administrative Agent establishing each such Lender making any loan hereunder is located payment, deduction or does businesswithholding, as the case may be, and (ii) the foregoing obligation Administrative Agent in turn shall distribute copies thereof to gross up the payments to any Lender so as not to deduct or offset any withholding taxes or Taxes paid or payable by the Borrower with respect to any payments to such Lender shall not apply (x) to each Lender. If any payment to any Lender under any Loan Document is or becomes subject to any withholding, such Lender shall (unless otherwise required by a Governmental Authority or as a result of any law, rule, regulation, order or similar directive applicable to such Lender) designate a different office or branch to which such payment is a “foreign corporationto be made from that initially selected thereby, partnership or trust” within the meaning of the Code if such designation would avoid such withholding and would not be otherwise disadvantageous to such Lender is notin any respect. In the event that any Lender determines that it received a refund or credit for taxes paid by the Borrower under this Section, on such Lender shall promptly notify the date hereof (Administrative Agent and the Borrower of such fact and shall remit to the Borrower the amount of such refund or on credit applicable to the date it becomes a payments made by the Borrower in respect of such Lender under this Agreement pursuant to the assignment terms of this Agreement), or on any date hereafter that Section. (b) So long as it is a lawfully able to do so, each Lender not incorporated under this Agreement, entitled to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Lender with the United States if such compliance is required by statute or regulation laws of the United States or any State thereof shall deliver to the Borrower such certificates, documents, or other evidence as a precondition the Borrower may reasonably require from time to relief time as are necessary to establish that such Lender is not subject to withholding under Section 1441, 1442 or 3406 of the Internal Revenue Code or as may be necessary to establish, under any law imposing upon the Borrower, hereafter, an obligation to withhold any portion of the payments made by the Borrower under the Loan Documents, that payments to the Administrative Agent on behalf of such Lender are not subject to withholding. Notwithstanding any provision herein to the contrary, the Borrower shall have no obligation to pay to any Lender any amount which the Borrower is liable to withhold due to the failure of such Lender to file any statement of exemption from such itemrequired by the Internal Revenue Code.

Taxes; Net Payments. (a) All payments made by the Borrower hereunder and under the Revolving Note and the Term Note to the Agent or any Lender Loan Documents shall be made free and clear of, and without set-off reduction for or counterclaim and on account of, any Included Taxes required by law to be withheld from any amounts payable under the Loan Documents. In the event that the Borrower is prohibited by law from making payments under the Loan Documents free of deductions or withholdings in respect of Included Taxes, then the Borrower, without duplication of other payments hereunder, shall pay such additional amounts to the Administrative Agent, for the benefit of the Credit Parties, as may be necessary in order that all such payments, the actual amounts received by each Credit Party in respect of interest and any other amount payable under the Loan Documents after deduction or withholding for or on account (and after payment of any present or future taxes, levies, imposts, duties additional taxes or other charges due as a consequence of whatsoever nature imposed the payment of such additional amounts) shall equal the amount that would have been received if such deduction or withholding were not required. In the event that any such deduction or withholding with respect to Included Taxes can be reduced or nullified as a result of the application of any relevant double taxation convention, the relevant Credit Party will cooperate with the Borrower (at the sole expense of the Borrower) in making application to the relevant taxing authorities to seek to obtain such reduction or nullification, so long as it would not be disadvantageous to such Credit Party, provided, however, that no Credit Party shall have any obligation to engage in litigation with respect thereto. If the Borrower shall make any payments under this Section 3.10 or shall make any deductions or withholdings from amounts paid in accordance with this Section 3.10, the Borrower shall, as promptly as practicable thereafter, forward to the Administrative Agent original or certified copies of official receipts or other evidence acceptable to the Administrative Agent establishing such payment and the Administrative Agent in turn shall distribute copies of such receipts to each Credit Party. If payments under the Loan Documents to any Credit Party are or become subject to any withholding, such Credit Party shall (unless otherwise required by any a Governmental Authority or taxing authority thereof as a result of any treaty, convention, law, rule, regulation, order or similar directive applicable to such Credit Party) use its best efforts to designate a different office or branch to which payments are to be made under the Loan Documents from that initially selected thereby, if such designation would avoid or mitigate such withholding and would not be disadvantageous to such Credit Party. In the event that any Credit Party shall have determined that it received a refund or credit for Included Taxes paid by the Borrower under this Section 3.10, such Credit Party shall promptly notify the Administrative Agent and the Borrower of such fact and shall remit to the Borrower the amount of such refund or credit applicable to the payments made by the Borrower in respect of such Credit Party under this Section 3.10. (collectivelyb) Each Credit Party shall deliver to the Borrower such certificates, “Taxes”)documents, or other evidence as the Borrower may reasonably require from time to time as are necessary to establish that such Credit Party is not subject to withholding under Section 1441, 1442 or 3406 of the Code or as may be necessary to establish, under any law imposing upon the Borrower, hereafter, an obligation to withhold any portion of the payments made by the Borrower under the Loan Documents, that payments to the Administrative Agent on behalf of such Credit Party are not subject to withholding. Notwithstanding any provision herein to the contrary, the Borrower shall not be less than have any obligation to pay to the amounts otherwise specified Administrative Agent for the benefit of any Credit Party any amount which the Borrower is required to be paid under this Agreement. The Borrower shall pay all Taxes when due withhold (and shall promptly send have no obligation to the otherwise indemnify any Lender original tax receipts or copies thereof certified by the relevant taxing authority together with such other documentary evidence with respect to such payments amount) to the extent that the Borrower’s obligation to withhold is due to the failure of such Credit Party to file any required statement, certificate or other document with respect to exemption which such Borrower requested of it. (c) Each Credit Party not incorporated under the laws of the United States or any State thereof shall deliver to the Borrower such certificates, documents, or other evidence as the Borrower may be required reasonably require from time to time as are necessary to establish that such Credit Party is not subject to withholding under Section 1441, 1442 or 3406 of the Code or as may be necessary to establish, under any law imposing upon the Borrower, hereafter, an obligation to withhold any portion of the payments made by the Agent. If Borrower under the Borrower fails to pay any Taxes Loan Documents, that payments to the appropriate taxing authorities when due or fails Administrative Agent on behalf of such Credit Party are not subject to remit withholding. Notwithstanding any provision herein to the Agent or Lender any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidencecontrary, the Borrower shall indemnify not have any obligation to pay to the Administrative Agent or Lender within thirty (30) days for the benefit of demand any Credit Party any amount which the Borrower is liable to withhold due to the failure of such Credit Party to file any statement of exemption required by the Lender or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of such failure. Notwithstanding the foregoing, (i) the Borrower shall not be liable for the payment of any tax on or measured by the net income of any Lender pursuant to the laws of the jurisdiction where an office of such Lender making any loan hereunder is located or does business, and (ii) the foregoing obligation to gross up the payments to any Lender so as not to deduct or offset any withholding taxes or Taxes paid or payable by the Borrower with respect to any payments to such Lender shall not apply (x) to any payment to any Lender which is a “foreign corporation, partnership or trust” within the meaning of the Code if such Lender is not, on the date hereof (or on the date it becomes a Lender under this Agreement pursuant to the assignment terms of this Agreement), or on any date hereafter that it is a Lender under this Agreement, entitled to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Lender with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such itemCode.

Taxes; Net Payments. (a) All payments made by the Borrower hereunder and under the Revolving Note and the Term Note to the Agent or any Lender Loan Documents shall be made free and clear of, and without set-off reduction for or counterclaim on account of, any Taxes required by law to be withheld from any amounts payable under the Loan Documents. In the event that the Borrower is prohibited by law from making such payments free of deductions or withholdings, then the Borrower shall pay such additional amounts to the Administrative Agent, for the benefit of the Issuing Bank and in such amounts the Lenders, as may be necessary in order that all such payments, the actual amounts received by the Issuing Bank and the Lenders in respect of interest and any other amounts payable under the Loan Documents after deduction or withholding for or on account (and after payment of any present or future taxes, levies, imposts, duties additional Taxes or other charges due as a consequence of whatsoever nature imposed by the payment of such additional amounts) shall equal the amount that would have been received if such deduction or withholding were not required. In the event that any Governmental Authority such deduction or taxing authority thereof (collectivelywithholding can be reduced or nullified as a result of the application of any relevant double taxation convention, “Taxes”)the Lenders, shall not be less than the amounts otherwise specified Issuing Bank and the Administrative Agent will, at the expense of the Borrower, cooperate with the Borrower in making application to be paid under this Agreement. The Borrower shall pay all Taxes when due and shall promptly send to the Lender original tax receipts or copies thereof certified by the relevant taxing authority together with authorities seeking to obtain such other documentary evidence reduction or nullification, provided that the Lenders, the Issuing Bank and the Administrative Agent shall have no obligation to (i) engage in any litigation, hearing or proceeding with respect thereto or (ii) disclose any tax return or other confidential information. If the Borrower shall make any payment under this section or shall make any deduction or withholding from amounts paid under any Loan Document, the Borrower shall forthwith forward to the Administrative Agent original or certified copies of official receipts or other evidence acceptable to the Administrative Agent establishing each such payment, deduction or withholding, as the case may be, and the Administrative Agent in turn shall distribute copies thereof to the Issuing Bank and each Lender. In the event that the Issuing Bank or any Lender determines that it received a refund or credit for Taxes paid by the Borrower under this section, the Issuing Bank or such Lender, as the case may be, shall promptly notify the Administrative Agent and the Borrower of such fact and shall remit to the Borrower the amount of such refund or credit applicable to the payments made by the Borrower in respect of the Issuing Bank or such Lender, as the case may be required be, under this section. (b) So long as it is lawfully able to do so, each Lender not incorporated under the laws of the United States or any State thereof shall deliver to the Administrative Agent and the Borrower such certificates, documents or other evidence as the Administrative Agent or the Borrower may reasonably require from time to time as are necessary to establish that such Lender is not subject to withholding under Section 1441, 1442 or 3406 of the Code or as may be necessary to establish, under any law imposing upon the Borrower, hereafter, an obligation to withhold any portion of the payments made by the Agent. If Borrower under the Borrower fails to pay any Taxes Loan Documents, that payments to the appropriate taxing authorities when due or fails Administrative Agent on behalf of such Lender are not subject to remit withholding. Notwithstanding any provision herein to the Agent or Lender any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidencecontrary, the Borrower shall indemnify have no obligation to pay to the Agent Issuing Bank or any Lender within thirty (30) days any amount that the Borrower is liable to withhold due to the failure of demand the Issuing Bank or such Lender, as the case may be, to file any statement of exemption required by the Lender or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of such failure. Notwithstanding the foregoing, (i) the Borrower shall not be liable for the payment of any tax on or measured by the net income of any Lender pursuant to the laws of the jurisdiction where an office of such Lender making any loan hereunder is located or does business, and (ii) the foregoing obligation to gross up the payments to any Lender so as not to deduct or offset any withholding taxes or Taxes paid or payable by the Borrower with respect to any payments to such Lender shall not apply (x) to any payment to any Lender which is a “foreign corporation, partnership or trust” within the meaning of the Code if such Lender is not, on the date hereof (or on the date it becomes a Lender under this Agreement pursuant to the assignment terms of this Agreement), or on any date hereafter that it is a Lender under this Agreement, entitled to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Lender with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such itemCode.

Taxes; Net Payments. All payments by Borrower hereunder and under the Revolving Note and the Term Note to the Agent or any Lender shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all such payments, after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any Governmental Authority or taxing authority thereof (collectively, “"Taxes”"), shall not be less than the amounts otherwise specified to be paid under this Agreement. The Borrower shall pay all Taxes when due and shall promptly send to the Lender original tax receipts or copies thereof certified by the relevant taxing authority together with such other documentary evidence with respect to such payments as may be required from time to time by the Agent. If the Borrower fails to pay any Taxes to the appropriate taxing authorities when due or fails to remit to the Agent or Lender any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidence, the Borrower shall indemnify the Agent or Lender within thirty (30) days of demand by the Lender or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of such failure. Notwithstanding the foregoing, (i) the Borrower shall not be liable for the payment of any tax on or measured by the net income of any Lender pursuant to the laws of the jurisdiction where an office of such Lender making any loan hereunder is located or does business, and (ii) the foregoing obligation to gross up the payments to any Lender so as not to deduct or offset any withholding taxes or Taxes paid or payable by the Borrower with respect to any payments to such Lender shall not apply (x) to any payment to any Lender which is a “"foreign corporation, partnership or trust” " within the meaning of the Code if such Lender is not, on the date hereof (or on the date it becomes a Lender under this Agreement pursuant to the assignment terms of this Agreement), or on any date hereafter that it is a Lender under this Agreement, entitled to submit either a Form W-8BEN 1001 or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form W-8ECI 4224 or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Lender with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such item.

Taxes; Net Payments. (a) All payments made by the Borrower hereunder and under the Revolving Note and the Term Note to the Agent or any Lender Loan Documents shall be made free and clear of, and without set-off reduction for or counterclaim and in on account of, any taxes required by law to be withheld from any amounts payable under the Loan Documents. In the event that the Borrower is prohibited by law from making such payments free of deductions or withholdings, then the Borrower shall pay such additional amounts to the Administrative Agent, for the benefit of the Lenders, as may be necessary in order that all such payments, the actual amounts received by the Lenders in respect of interest and any other amounts payable under the Loan Documents after deduction or withholding for or on account (and after payment of any present or future taxes, levies, imposts, duties additional taxes or other charges due as a consequence of whatsoever nature imposed by the payment of such additional amounts) shall equal the amount that would have been received if such deduction or withholding were not required. In the event that any Governmental Authority such deduction or taxing authority thereof (collectivelywithholding can be reduced or nullified as a result of the application of any relevant double taxation convention, “Taxes”)the Lenders and the Administrative Agent will, shall not be less than at the amounts otherwise specified expense of the Borrower, cooperate with the Borrower in making application to be paid under this Agreement. The Borrower shall pay all Taxes when due and shall promptly send to the Lender original tax receipts or copies thereof certified by the relevant taxing authority together with authorities seeking to obtain such other documentary evidence reduction or nullification, provided that the Lenders and the Administrative Agent shall have no obligation to (i) engage in any litigation, hearing or proceeding with respect to such payments as may be required from time to time by the Agentthereto or (ii) disclose any tax return or other confidential information. If the Borrower fails to pay shall make any Taxes to the appropriate taxing authorities when due payment under this Section or fails to remit to the Agent shall make any deduction or Lender withholding from amounts paid under any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidenceLoan Document, the Borrower shall indemnify the Agent or Lender within thirty (30) days of demand by the Lender or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of such failure. Notwithstanding the foregoing, (i) the Borrower shall not be liable for the payment of any tax on or measured by the net income of any Lender pursuant forthwith forward to the laws Administrative Agent original or certified copies of official receipts or other evidence acceptable to the jurisdiction where an office of Administrative Agent establishing each such Lender making any loan hereunder is located payment, deduction or does businesswithholding, as the case may be, and (ii) the foregoing obligation Administrative Agent in turn shall distribute copies thereof to gross up the payments to any Lender so as not to deduct or offset any withholding taxes or Taxes paid or payable by the Borrower with respect to any payments to such Lender shall not apply (x) to each Lender. If any payment to any Lender under any Loan Document is or becomes subject to any withholding, such Lender shall (unless otherwise required by a Governmental Authority or as a result of any law, rule, regulation, order or similar directive applicable to such Lender) designate a different office or branch to which such payment is a “foreign corporationto be made from that initially selected thereby, partnership or trust” within the meaning of the Code if such designation would avoid such withholding and would not be otherwise disadvantageous to such Lender is notin any respect. In the event that any Lender determines that it received a refund or credit for taxes paid by the Borrower under this Section, on such Lender shall promptly notify the date hereof (Administrative Agent and the Borrower of such fact and shall remit to the Borrower the amount of such refund or on credit applicable to the date it becomes a payments made by the Borrower in respect of such Lender under this Agreement pursuant to the assignment terms of this Agreement), or on any date hereafter that Section. (b) So long as it is a lawfully able to do so, each Lender not incorporated under this Agreement, entitled to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Lender with the United States if such compliance is required by statute or regulation laws of the United States or any State thereof shall deliver to the Borrower such certificates, documents, or other evidence as a precondition the Borrower may reasonably require from time to relief time as are necessary to establish that such Lender is not subject to withholding under Section 1441, 1442 or 3406 of the Internal Revenue Code or as may be necessary to establish, under any law imposing upon the Borrower, hereafter, an obligation to withhold any portion of the payments made by the Borrower under the Loan Documents, that payments to the Administrative Agent on behalf of such Lender are not subject to withholding. Notwithstanding any provision herein to the contrary, the Borrower shall have no obligation to pay to any Lender any amount which the Borrower is liable to withhold due to the failure of such Lender to file any statement of exemption from such itemrequired by the Internal Revenue Code.

Taxes; Net Payments. (a) All payments made by or on account of any obligation of the Borrower hereunder and under the Revolving Note and the Term Note to the Agent or any Lender Loan Documents shall be made free and clear of, and without set-off deduction or counterclaim withholding for or on account of, any Included Taxes except as required by law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be 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 and, if such Tax is an Included Tax, then the Borrower, without duplication of other payments hereunder, shall pay such additional amounts to the Administrative Agent, for the benefit of the Credit Parties, as may be necessary in order that all such payments, the actual amounts received by each Credit Party in respect of interest and any other amount payable under the Loan Documents after deduction or withholding for or on account (and after payment of any present or future taxes, levies, imposts, duties additional taxes or other charges due as a consequence of whatsoever nature imposed the payment of such additional amounts) shall equal the amount that would have been received if such deduction or withholding were not required. In the event that any such deduction or withholding with respect to Included Taxes can be reduced or nullified as a result of the application of any relevant double taxation convention, the relevant Credit Party will cooperate with the Borrower (at the sole expense of the Borrower) in making application to the relevant taxing authorities to seek to obtain such reduction or nullification, so long as it would not be disadvantageous to such Credit Party, provided, however, that no Credit Party shall have any obligation to engage in litigation with respect thereto. If the Borrower shall make any payments under this Section 3.10 or shall make any deductions or withholdings from amounts paid in accordance with this Section 3.10, the Borrower shall, as promptly as practicable thereafter, forward to the Administrative Agent original or certified copies of official receipts or other evidence acceptable to the Administrative Agent establishing such payment and the Administrative Agent in turn shall distribute copies of such receipts to each Credit Party. If payments under the Loan Documents to any Credit Party are or become subject to any withholding, such Credit Party shall (unless otherwise required by any a Governmental Authority or taxing authority thereof as a result of any treaty, convention, law, rule, regulation, order or similar directive applicable to such Credit Party) use its best efforts to designate a different office or branch to which payments are to be made under the Loan Documents from that initially selected thereby, if such designation would avoid or mitigate such withholding and would not be disadvantageous to such Credit Party. In the event that any Credit Party shall have determined that it received a refund for Included Taxes paid by the Borrower under this Section 3.10, such Credit Party shall promptly notify the Administrative Agent and the Borrower of such fact and shall remit to the Borrower the amount of such refund applicable to the payments made by the Borrower in respect of such Credit Party under this Section 3.10 (collectively, “Taxes”but only to the extent of indemnity payments made under this Section 3.10 with respect to the Taxes giving rise to such refund), shall not be less net of all third party out-of-pocket expenses (including Taxes) of such indemnified Credit Party and without interest (other than the amounts otherwise specified to be any interest paid under this Agreement. The Borrower shall pay all Taxes when due and shall promptly send to the Lender original tax receipts or copies thereof certified by the relevant taxing authority together with such other documentary evidence Governmental Authority with respect to such payments as may refund). Borrower, upon the request of such indemnified Credit Party, shall repay to such indemnified Credit Party the amount of such refund paid pursuant to this Section 3.10(a) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified Credit Party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 3.10(a), in no event will the indemnified Credit Party be required from time to time by the Agent. If the Borrower fails to pay any refund or other amount to Borrower pursuant to this Section 3.10(a) the payment of which would place the indemnified Credit Party in a less favorable net after-Tax position than the indemnified Credit Party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This Section 3.10(a) shall not be construed to require any Credit Party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the appropriate taxing authorities when due Borrower or fails any other Person. (i) Any Lender that is entitled to remit an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Agent Borrower and the Administrative Agent, at the time or Lender any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidence, times reasonably requested by the Borrower shall indemnify or the Agent or Lender within thirty (30) days of demand Administrative Agent, such properly completed and executed documentation reasonably requested by the Lender Borrower or the Administrative Agent for as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any taxesLender, interest or penalties that may become payable if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender as a result is subject to backup withholding or information reporting requirements. (ii) Without limiting the generality of such failure. Notwithstanding the foregoing, (i) in the event that the Borrower is a U.S. Borrower, (A) any Lender that is a U.S. Person shall not be liable for deliver to the payment of any tax Borrower and the Administrative Agent on or measured by the net income of any Lender pursuant prior to the laws of the jurisdiction where an office of date on which such Lender making any loan hereunder is located or does business, and (ii) the foregoing obligation to gross up the payments to any Lender so as not to deduct or offset any withholding taxes or Taxes paid or payable by the Borrower with respect to any payments to such Lender shall not apply (x) to any payment to any Lender which is a “foreign corporation, partnership or trust” within the meaning of the Code if such Lender is not, on the date hereof (or on the date it becomes a Lender under this Agreement pursuant (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; (B) any Foreign Lender shall, to the assignment terms of this Agreement), or on any date hereafter that extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement, entitled Agreement (and from time to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect time thereafter upon the reasonable request of the Loans) Borrower or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect the Administrative Agent), whichever of the Loansfollowing is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed copies of IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the U.S. Department Code, (x) a certificate substantially in the form of TreasuryExhibit M-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN-E; or (4) to any item referred to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W8ECI, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the preceding sentence form of Exhibit M-2 or Exhibit M-3, IRS Form W9, and/or other certification documents from each beneficial owner, as applicable; provided that would not have been imposed but for if the failure Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit M-4 on behalf of each such direct and indirect partner; (C) any Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (D) If a payment made to a Credit Party under this Agreement or any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with any the applicable certification, information, documentation or other reporting requirements concerning of FATCA (including those contained in Section 1471(b) or 1472(b) of the nationalityCode, residenceas applicable), identity or connections of such Lender with shall deliver to the United States if Borrower and the Administrative Agent at the time or times prescribed by law and at such compliance is required time or times reasonably requested by statute the Borrower or regulation the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the United States Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent 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. For purposes of this Section 3.10(d), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. For purposes of determining withholding Taxes imposed under FATCA, from and after the effective date of this Agreement, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) this Agreement as not qualifying as a precondition “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). Each Credit Party agrees that if any form or certification it previously delivered pursuant to relief this Section 3.10 expires or exemption from becomes obsolete or inaccurate in any respect, it shall update such itemform or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

Taxes; Net Payments. (a) All payments made by the Borrower hereunder and under the Revolving Note and the Term Note to the Agent or any Lender Loan Documents shall be made free and clear of, and without set-off reduction for or counterclaim on account of, any taxes required by law to be withheld from any amounts payable under the Loan Documents. In the event that the Borrower is prohibited by law from making such payments free of deductions or withholdings, then the Borrower shall pay such additional amounts to the Administrative Agent, for the benefit of the Issuer and in such amounts the Lenders, as may be necessary in order that all such payments, the actual amounts received by the Issuer and the Lenders in respect of interest and any other amounts payable under the Loan Documents after deduction or withholding for or on account (and after payment of any present or future taxes, levies, imposts, duties additional taxes or other charges due as a consequence of whatsoever nature imposed the payment of such additional amounts) shall equal the amount that would have been received if such deduction or withholding were not required. In the event that any such deduction or withholding can be reduced or nullified as a result of the application of any relevant double taxation convention, the Lenders, the Issuer and the Administrative Agent will, at the expense of the Borrower, cooperate with the Borrower in making application to the relevant taxing authorities seeking to obtain such reduction or nullification, provided that the Lenders, the Issuer and the Administrative Agent shall have no obligation to (i) engage in any litigation, hearing or proceeding with respect thereto or (ii) disclose any tax return or other confidential information. If the Borrower shall make any payment under this Section or shall make any deduction or withholding from amounts paid under any Loan Document, the Borrower shall forthwith forward to the Administrative Agent original or certified copies of official receipts or other evidence acceptable to the Administrative Agent establishing each such payment, deduction or withholding, as the case may be, and the Administrative Agent in turn shall distribute copies thereof to the Issuer and each Lender. If any payment to the Issuer or any Lender under any Loan Document is or becomes subject to any withholding, the Issuer or such Lender, as the case may be, shall (unless otherwise required by any a Governmental Authority or taxing authority thereof (collectivelyas a result of any law, “Taxes”)rule, regulation, order or similar directive applicable to the Issuer or such Lender, as the case may be) designate a different office or branch to which such payment is to be made from that initially selected thereby, if such designation would avoid such withholding and would not be otherwise disadvantageous to the Issuer or such Lender, as the case may be, in any respect. In the event that the Issuer or any Lender determines that it received a refund or credit for taxes paid by the Borrower under this Section, the Issuer or such Lender, as the case may be, shall not be less than promptly notify the amounts otherwise specified Administrative Agent and the Borrower of such fact and shall remit to be paid the Borrower the amount of such refund or credit applicable to the payments made by the Borrower in respect of the Issuer or such Lender, as the case may be, under this Agreement. The Borrower Section. (b) So long as it is lawfully able to do so, each Lender not incorporated under the laws of the United States or any State thereof shall pay all Taxes when due and shall promptly send deliver to the Lender original tax receipts Borrower such certificates, documents, or copies thereof certified by other evidence as the relevant taxing authority together with such other documentary evidence with respect to such payments as Borrower may be required reasonably require from time to time as are necessary to establish that such Lender is not subject to withholding under Section 1441, 1442 or 3406 of the Internal Revenue Code or as may be necessary to establish, under any law imposing upon the Borrower, hereafter, an obligation to withhold any portion of the payments made by the Agent. If Borrower under the Borrower fails to pay any Taxes Loan Documents, that payments to the appropriate taxing authorities when due or fails Administrative Agent on behalf of such Lender are not subject to remit withholding. Notwithstanding any provision herein to the Agent or Lender any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidencecontrary, the Borrower shall indemnify have no obligation to pay to the Agent Issuer, the Swing Line Lender or any Lender within thirty (30) days any amount which the Borrower is liable to withhold due to the failure of demand the Issuer, the Swing Line Lender or such Lender, as the case may be, to file any statement of exemption required by the Lender or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of such failure. Notwithstanding the foregoing, (i) the Borrower shall not be liable for the payment of any tax on or measured by the net income of any Lender pursuant to the laws of the jurisdiction where an office of such Lender making any loan hereunder is located or does business, and (ii) the foregoing obligation to gross up the payments to any Lender so as not to deduct or offset any withholding taxes or Taxes paid or payable by the Borrower with respect to any payments to such Lender shall not apply (x) to any payment to any Lender which is a “foreign corporation, partnership or trust” within the meaning of the Code if such Lender is not, on the date hereof (or on the date it becomes a Lender under this Agreement pursuant to the assignment terms of this Agreement), or on any date hereafter that it is a Lender under this Agreement, entitled to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Lender with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such itemInternal Revenue Code.

Taxes; Net Payments. (a) All payments made by the Borrower hereunder and under the Revolving Note and the Term Note to the Agent or any Lender Loan Documents shall be made free and clear of, and without set-off reduction for or counterclaim on account of, any taxes required by law to be withheld from any amounts payable under the Loan Documents. In the event that the Borrower is prohibited by law from making such payments free of deductions or withholdings, then the Borrower shall pay such additional amounts to the Administrative Agent, for the benefit of the Issuer and in such amounts the Lenders, as may be necessary in order that all such payments, the actual amounts received by the Issuer and the Lenders in respect of interest and any other amounts payable under the Loan Documents after deduction or withholding for or on account (and after payment of any present or future taxes, levies, imposts, duties additional taxes or other charges due as a consequence of whatsoever nature imposed by the payment of such additional amounts) shall equal the amount that would have been received if such deduction or withholding were not required. In the event that any Governmental Authority such deduction or taxing authority thereof (collectivelywithholding can be reduced or nullified as a result of the application of any relevant double taxation convention, “Taxes”)the Lenders, shall not be less than the amounts otherwise specified Issuer and the Administrative Agent will, at the expense of the Borrower, cooperate with the Borrower in making application to be paid under this Agreement. The Borrower shall pay all Taxes when due and shall promptly send to the Lender original tax receipts or copies thereof certified by the relevant taxing authority together with authorities seeking to obtain such other documentary evidence reduction or nullification, PROVIDED that the Lenders, the Issuer and the Administrative Agent shall have no obligation to (i) engage in any litigation, hearing or proceeding with respect to such payments as may be required from time to time by the Agentthereto or (ii) disclose any tax return or other confidential information. If the Borrower fails to pay shall make any Taxes to the appropriate taxing authorities when due payment under this Section or fails to remit to the Agent shall make any deduction or Lender withholding from amounts paid under any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidenceLoan Document, the Borrower shall indemnify forthwith forward to the Administrative Agent original or certified copies of official receipts or other evidence acceptable to the Administrative Agent establishing each such payment, deduction or withholding, as the case may be, and the Administrative Agent in turn shall distribute copies thereof to the Issuer and each Lender. If any payment to the Issuer or any Lender within thirty under any Loan Document is or becomes subject to any withholding, the Issuer or such Lender, as the case may be, shall (30) days of demand unless otherwise required by the Lender a Governmental Authority or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of any law, rule, regulation, order or similar directive applicable to the Issuer or such failure. Notwithstanding Lender, as the foregoingcase may be) designate a different office or branch to which such payment is to be made from that initially selected thereby, (i) the Borrower shall if such designation would avoid such withholding and would not be liable for otherwise disadvantageous to the payment of Issuer or such Lender, as the case may be, in any tax on respect. In the event that the Issuer or measured by the net income of any Lender pursuant to the laws of the jurisdiction where an office of such Lender making any loan hereunder is located determines that it received a refund or does business, and (ii) the foregoing obligation to gross up the payments to any Lender so as not to deduct or offset any withholding credit for taxes or Taxes paid or payable by the Borrower with respect to any payments to such Lender shall not apply (x) to any payment to any Lender which is a “foreign corporation, partnership or trust” within the meaning of the Code if such Lender is not, on the date hereof (or on the date it becomes a Lender under this Agreement pursuant Section, the Issuer or such Lender, as the case may be, shall promptly notify the Administrative Agent and the Borrower of such fact and shall remit to the assignment terms Borrower the amount of this Agreement), such refund or on any date hereafter that it is a Lender under this Agreement, entitled credit applicable to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received the payments made by it hereunder the Borrower in respect of the LoansIssuer or such Lender, as the case may be, under this Section. (b) Any Foreign Lender that is entitled to an exemption from or Form W-8ECI reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any successor form thereto treaty to which such jurisdiction is a party, with respect to payments under the Loan Documents shall deliver to the Borrower (relating with a copy to all interest the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be received by such Lender hereunder in respect of made without withholding or at a reduced rate. Notwithstanding any provision herein to the Loans) of contrary, the U.S. Department of Treasury, or (y) Borrower shall have no obligation to pay to any item referred Lender any amount which the Borrower is liable to in the preceding sentence that would not have been imposed but for withhold due to the failure by of such Lender to comply with file any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections statement of such Lender with the United States if such compliance is exemption required by statute or regulation of the United States as a precondition to relief or exemption from such itemInternal Revenue Code.

Taxes; Net Payments. (a) All payments made by Borrower hereunder and the Loan Parties under the Revolving Note and the Term Note to the Agent or any Lender Loan Documents shall be made free and clear of, and without set-off reduction for or counterclaim and in on account of, any Taxes required by law to be withheld from any amounts payable under the Loan Documents. In the event that any Loan Party is prohibited by law from making payments hereunder free of deductions or withholdings, then it shall pay such additional amounts to the Administrative Agent, for the benefit of the Lenders, as may be necessary in order that all such payments, the actual amounts received by each Lender in respect of interest and any other amounts payable under the Loan Documents after deduction or withholding for or on account (and after payment of any present or future taxes, levies, imposts, duties additional Taxes or other charges due as a consequence of whatsoever nature imposed by the payment of such additional amounts) shall equal the amount that would have been received if such deduction or withholding were not required. If any Governmental Authority Loan Party shall make any payments under this section 2.13(a) or taxing authority thereof (collectively, “Taxes”), shall not be less than the make any deductions or withholdings from amounts otherwise specified to be paid under this Agreement. The Borrower the Loan Documents, it shall pay all Taxes when due and shall promptly send forth with forward to the Lender Administrative Agent original tax or certified copies of official receipts or other evidence acceptable to the Administrative Agent establishing such payment and the Administrative Agent in turn shall distribute copies thereof certified by of such receipts to each Lender. (b) Each Lender shall deliver to the relevant taxing authority together with Borrower and the Administrative Agent such certificates, documents, or other documentary evidence with respect to such payments as the Borrower or the Administrative Agent may be required reasonably require from time to time as are necessary to establish that such Lender is not subject to withholding under Section 1441, 1442 or 3406 of the Code or as may be necessary to establish, under any law imposing an obligation to withhold any portion of the payments made by the Agent. If Borrower under the Borrower fails to pay any Taxes Loan Documents, that payments to the appropriate taxing authorities when due or fails Administrative Agent on behalf of such Lender are not subject to remit withholding. Notwithstanding any provision herein to the Agent or Lender any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidencecontrary, the Borrower shall indemnify the Agent or have no obligation to pay to any Lender within thirty (30) days of demand by the Lender or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of such failure. Notwithstanding the foregoing, (i) amount which the Borrower shall not be is liable for the payment of any tax on or measured by the net income of any Lender pursuant to withhold due to the laws of the jurisdiction where an office failure of such Lender making to file any loan hereunder is located or does business, and (ii) the foregoing obligation to gross up the payments to any Lender so as not to deduct or offset any withholding taxes or Taxes paid or payable statement of exemption required by the Borrower with respect to any payments to such Lender shall not apply (x) to any payment to any Lender which is a “foreign corporation, partnership or trust” within the meaning of the Code if such Lender is not, on the date hereof (or on the date it becomes a Lender under this Agreement pursuant to the assignment terms of this Agreement), or on any date hereafter that it is a Lender under this Agreement, entitled to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Lender with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such itemCode.

Taxes; Net Payments. (a) All payments made by the Borrower hereunder and under the Revolving Note and the Term Note to the Agent or any Lender Loan Documents shall be made free and clear of, and without set-off reduction for or counterclaim on account of, any taxes required by law to be withheld from any amounts payable under the Loan Documents. In the event that the Borrower is prohibited by law from making such payments free of deductions or withholdings, then the Borrower shall pay such additional amounts to the Administrative Agent, for the benefit of the Issuer and in such amounts the Lenders, as may be necessary in order that all such payments, the actual amounts received by the Issuer and the Lenders in respect of interest and any other amounts payable under the Loan Documents after deduction or withholding for or on account (and after payment of any present or future taxes, levies, imposts, duties additional taxes or other charges due as a consequence of whatsoever nature imposed by the payment of such additional amounts) shall equal the amount that would have been received if such deduction or withholding were not required. In the event that any Governmental Authority such deduction or taxing authority thereof (collectivelywithholding can be reduced or nullified as a result of the application of any relevant double taxation convention, “Taxes”)the Lenders, shall not be less than the amounts otherwise specified Issuer and the Administrative Agent will, at the expense of the Borrower, cooperate with the Borrower in making application to be paid under this Agreement. The Borrower shall pay all Taxes when due and shall promptly send to the Lender original tax receipts or copies thereof certified by the relevant taxing authority together with authorities seeking to obtain such other documentary evidence reduction or nullification, provided that the Lenders, the Issuer and the Administrative Agent shall have no obligation to (i) engage in any litigation, hearing or proceeding with respect to such payments as may be required from time to time by the Agentthereto or (ii) disclose any tax return or other confidential information. If the Borrower fails to pay shall make any Taxes to the appropriate taxing authorities when due payment under this Section or fails to remit to the Agent shall make any deduction or Lender withholding from amounts paid under any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidenceLoan Document, the Borrower shall indemnify forthwith forward to the Administrative Agent original or certified copies of official receipts or other evidence acceptable to the Administrative Agent establishing each such payment, deduction or withholding, as the case may be, and the Administrative Agent in turn shall distribute copies thereof to the Issuer and each Lender. If any payment to the Issuer or any Lender within thirty under any Loan Document is or becomes subject to any withholding, the Issuer or such Lender, as the case may be, shall (30) days of demand unless otherwise required by the Lender a Governmental Authority or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of any law, rule, regulation, order or similar directive applicable to the Issuer or such failure. Notwithstanding Lender, as the foregoingcase may be) designate a different office or branch to which such payment is to be made from that initially selected thereby, (i) the Borrower shall if such designation would avoid such withholding and would not be liable for otherwise disadvantageous to the payment of Issuer or such Lender, as the case may be, in any tax on respect. In the event that the Issuer or measured by the net income of any Lender pursuant to the laws of the jurisdiction where an office of such Lender making any loan hereunder is located determines that it received a refund or does business, and (ii) the foregoing obligation to gross up the payments to any Lender so as not to deduct or offset any withholding credit for taxes or Taxes paid or payable by the Borrower with respect to any payments to such Lender shall not apply (x) to any payment to any Lender which is a “foreign corporation, partnership or trust” within the meaning of the Code if such Lender is not, on the date hereof (or on the date it becomes a Lender under this Agreement pursuant Section, the Issuer or such Lender, as the case may be, shall promptly notify the Administrative Agent and the Borrower of such fact and shall remit to the assignment terms Borrower the amount of this Agreement), such refund or on any date hereafter that it is a Lender under this Agreement, entitled credit applicable to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received the payments made by it hereunder the Borrower in respect of the Loans) Issuer or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of Lender, as the Loans) of the U.S. Department of Treasurycase may be, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Lender with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such itemunder this Section.

Taxes; Net Payments. (a) All payments made by the Borrower hereunder and under the Revolving Note and the Term Note to the Agent or any Lender Loan Documents shall be made free and clear of, and without set-off reduction for or counterclaim and on account of, any Included Taxes required by law to be withheld from any amounts payable under the Loan Documents. In the event that the Borrower is prohibited by law from making payments under the Loan Documents free of deductions or withholdings in respect of Included Taxes, then the Borrower, without duplication of other payments hereunder, shall pay such additional amounts to the Administrative Agent, for the benefit of the Credit Parties, as may be necessary in order that all such payments, the actual amounts received by each Credit Party in respect of interest and any other amount payable under the Loan Documents after deduction or withholding for or on account (and after payment of any present or future taxes, levies, imposts, duties additional taxes or other charges due as a consequence of whatsoever nature imposed the payment of such additional amounts) shall equal the amount that would have been received if such deduction or withholding were not required. In the event that any such deduction or withholding with respect to Included Taxes can be reduced or nullified as a result of the application of any relevant double taxation convention, the relevant Credit Party will cooperate with the Borrower (at the sole expense of the Borrower) in making application to the relevant taxing authorities to seek to obtain such reduction or nullification, so long as it would not be disadvantageous to such Credit Party, provided, however, that no Credit Party shall have any obligation to engage in litigation with respect thereto. If the Borrower shall make any payments under this Section 3.10 or shall make any deductions or withholdings from amounts paid in accordance with this Section 3.10, the Borrower shall, as promptly as practicable thereafter, forward to the Administrative Agent original or certified copies of official receipts or other evidence acceptable to the Administrative Agent establishing such payment and the Administrative Agent in turn shall distribute copies of such receipts to each Credit Party. If payments under the Loan Documents to any Credit Party are or become subject to any withholding, such Credit Party shall (unless otherwise required by any a Governmental Authority or taxing authority thereof as a result of any treaty, convention, law, rule, regulation, order or similar directive applicable to such Credit Party) use its best efforts to designate a different office or branch to which payments are to be made under the Loan Documents from that initially selected thereby, if such designation would avoid or mitigate such withholding and would not be disadvantageous to such Credit Party. In the event that any Credit Party shall have determined that it received a refund for Included Taxes paid by the Borrower under this Section 3.10, such Credit Party shall promptly notify the Administrative Agent and the Borrower of such fact and shall remit to the Borrower the amount of such refund applicable to the payments made by the Borrower in respect of such Credit Party under this Section 3.10 (collectively, “Taxes”but only to the extent of indemnity payments made under this Section 3.10 with respect to the Taxes giving rise to such refund), shall not be less net of all third party out-of-pocket expenses (including Taxes) of such indemnified Credit Party and without interest (other than the amounts otherwise specified to be any interest paid under this Agreement. The Borrower shall pay all Taxes when due and shall promptly send to the Lender original tax receipts or copies thereof certified by the relevant taxing authority together with such other documentary evidence Governmental Authority with respect to such payments as may refund). Borrower, upon the request of such indemnified Credit Party, shall repay to such indemnified Credit Party the amount of such refund paid pursuant to this Section 3.10(a) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified Credit Party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 3.10(a), in no event will the indemnified Credit Party be required to pay any refund or other amount to Borrower pursuant to this Section 3.10(a) the payment of which would place the indemnified Credit Party in a less favorable net after-Tax position than the indemnified Credit Party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This Section 3.10(a) shall not be construed to require any Credit Party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person. (b) Each Credit Party shall deliver to the Borrower such certificates, documents, or other evidence as the Borrower or the Administrative Agent may reasonably require from time to time as are necessary to establish that such Credit Party or the Administrative Agent is not subject to withholding under Section 1441, 1442 or 3406 of the Code or as may be necessary to establish, under any law imposing upon the Borrower or the Administrative Agent, hereafter, an obligation to withhold any portion of the payments made by the Agent. If Borrower under the Borrower fails to pay any Taxes Loan Documents, that payments to the appropriate taxing authorities when due or fails Administrative Agent on behalf of such Credit Party are not subject to remit withholding. Notwithstanding any provision herein to the Agent or Lender any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidencecontrary, the Borrower shall not have any obligation to pay to the Administrative Agent for the benefit of any Credit Party any amount which the Borrower is required to withhold (and shall have no obligation to otherwise indemnify any Lender with respect to such amount) to the extent that the Borrower’s obligation to withhold is due to the failure of such Credit Party to file any required statement, certificate or other document with respect to exemption which such Borrower requested of it. (c) Each Credit Party not incorporated under the laws of the United States or any State thereof shall deliver to the Borrower or the Administrative Agent such certificates, documents, or Lender within thirty (30) days other evidence as the Borrower may reasonably require from time to time as are necessary to establish that such Credit Party is not subject to withholding under Section 1441, 1442 or 3406 of demand the Code or as may be necessary to establish, under any law imposing upon the Borrower or the Administrative Agent, hereafter, an obligation to withhold any portion of the payments made by the Lender or Borrower under the Loan Documents, that payments to the Administrative Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result on behalf of such failureCredit Party are not subject to withholding. Notwithstanding any provision herein to the foregoingcontrary, (i) the Borrower shall not be liable have any obligation to pay to the Administrative Agent for the payment benefit of any tax on or measured Credit Party any amount which the Borrower is liable to withhold due to the failure of such Credit Party to file any statement of exemption required by the net income Code. (d) If a payment made to a Credit Party under this Agreement or 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 any FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender pursuant shall deliver to the laws of Borrower and the jurisdiction where an office of Administrative Agent at the time or times prescribed by law and at such Lender making any loan hereunder is located time or does business, and (ii) the foregoing obligation to gross up the payments to any Lender so as not to deduct or offset any withholding taxes or Taxes paid or payable times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with respect their obligations under FATCA and to any payments 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. For purposes of this Section 3.10(d), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. For purposes of determining withholding Taxes imposed under FATCA, from and after the effective date of this Agreement, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) this Agreement as not apply (x) to any payment to any Lender which is qualifying as a “foreign corporation, partnership or trust” "grandfathered obligation" within the meaning of the Code if such Lender is not, on the date hereof (or on the date it becomes a Lender under this Agreement pursuant to the assignment terms of this AgreementTreasury Regulation Section 1.1471-2(b)(2)(i), or on any date hereafter that it is a Lender under this Agreement, entitled to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Lender with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such item.

Taxes; Net Payments. (a) All payments by or on account of the Borrower hereunder and under the Revolving Note and the Term Note any Loan Document to the Agent or any Lender shall be made free and clear of, and without set-off or counterclaim and in such amounts as may be necessary in order that all such payments, after any deduction or withholding for or on account of of, any and all present or future taxesTaxes, leviesexcept if required by applicable law, impostsrule, duties regulation, order, directive, treaty or other charges of whatsoever nature imposed by any Governmental Authority or taxing authority thereof (collectively, “Taxes”), shall not be less than the amounts otherwise specified to be paid under this Agreement. The Borrower shall pay all Taxes when due and shall promptly send to the Lender original tax receipts or copies thereof certified by the relevant taxing authority together with such other documentary evidence with respect to such payments as may be required from time to time by the Agentguideline. If the Borrower fails or any other Person is required by any law, rule, regulation, order, directive, treaty or guideline to pay make any Taxes deduction or withholding in respect of any Tax from any amount required to be paid by the Borrower to the appropriate taxing authorities when due or fails to remit to the Agent or Lender under any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidenceLoan Document (each, the Borrower shall indemnify the Agent or Lender within thirty (30) days of demand by the Lender or Agent for any taxesa “Required Payment”), interest or penalties that may become payable by the Agent or Lender as a result of such failure. Notwithstanding the foregoing, then (i) the Borrower shall not be liable for notify the payment Lender of any tax on such requirement or measured by any change in any such requirement as soon as the net income of any Lender pursuant to the laws of the jurisdiction where an office of such Lender making any loan hereunder is located or does businessBorrower becomes aware thereof, and (ii) the foregoing obligation Borrower shall be entitled to gross up make such deduction or withholding and shall pay such Tax to the payments relevant Governmental Authority prior to any the date on which penalties attach thereto, such payment to be made (to the extent that the liability to pay is imposed on the Borrower) for its own account or (to the extent that the liability to pay is imposed on the Lender) on behalf and in the name of the Lender, (iii) if such Tax is an Indemnified Tax or Other Tax, the Borrower shall pay to the Lender so as not an additional amount such that the Lender shall receive on the due date therefor an amount equal to deduct the Required Payment had no such deduction or offset any withholding taxes been made or required, and (iv) the Borrower shall, within 30 days after paying such Indemnified Tax or Other Tax, deliver to the Lender satisfactory evidence of such payment to the relevant Governmental Authority. (b) The Borrower shall reimburse the Lender, within 15 days after written demand therefor, for the full amount of all Indemnified Taxes or Other Taxes paid or payable by the Borrower Lender on or with respect to any payments payment by or on account of any obligation of the Borrower under the Loan Documents (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto (other than any such penalties, interest or expenses that are incurred by the Lender’s unreasonably taking or omitting to take action with respect to such Indemnified Taxes or Other Taxes), whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by the Lender shall not apply (x) to any payment to any be conclusive absent manifest error. In the event that the Lender which is determines that it received a “foreign corporation, partnership refund or trust” within credit for Indemnified Taxes or Other Taxes paid by the meaning of the Code if such Lender is not, on the date hereof (or on the date it becomes a Lender Borrower under this Agreement pursuant section, the Lender shall promptly notify the Borrower of such fact and shall remit to the assignment terms of this Agreement), or on any date hereafter that it is a Lender under this Agreement, entitled to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of Borrower the Loans) or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections amount of such Lender with the United States if such compliance is required by statute refund or regulation of the United States as a precondition to relief or exemption from such itemcredit.

Taxes; Net Payments. (a) All payments made by Borrower hereunder and the Loan Parties under the Revolving Note and the Term Note to the Agent or any Lender Loan Documents shall be made free and clear of, and without set-off reduction for or counterclaim and in on account of, any Taxes required by law to be withheld from any amounts payable under the Loan Documents. In the event that any Loan Party is prohibited by law from making payments hereunder free of deductions or withholdings, then it shall pay such additional amounts to the Administrative Agent, for the benefit of the Lenders, as may be necessary in order that all such payments, the actual amounts received by each Lender in respect of interest and any other amounts payable under the Loan Documents after deduction or withholding for or on account (and after payment of any present or future taxes, levies, imposts, duties additional Taxes or other charges due as a consequence of whatsoever nature imposed by the payment of such additional amounts) shall equal the amount that would have been received if such deduction or withholding were not required. If any Governmental Authority Loan Party shall make any payments under this section 2.13(a) or taxing authority thereof (collectively, “Taxes”), shall not be less than the make any deductions or withholdings from amounts otherwise specified to be paid under this Agreement. The Borrower the Loan Documents, it shall pay all Taxes when due and shall promptly send forthwith forward to the Lender Administrative Agent original tax or certified copies of official receipts or other evidence acceptable to the Administrative Agent establishing such payment and the Administrative Agent in turn shall distribute copies thereof certified by of such receipts to each Lender. (b) Each Lender shall deliver to the relevant taxing authority together with Borrower and the Administrative Agent such certificates, documents, or other documentary evidence with respect to such payments as the Borrower or the Administrative Agent may be required reasonably require from time to time as are necessary to establish that such Lender is not subject to withholding under Section 1441, 1442 or 3406 of the Code or as may be necessary to establish, under any law imposing an obligation to withhold any portion of the payments made by the Agent. If Borrower under the Borrower fails to pay any Taxes Loan Documents, that payments to the appropriate taxing authorities when due or fails Administrative Agent on behalf of such Lender are not subject to remit withholding. Notwithstanding any provision herein to the Agent or Lender any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidencecontrary, the Borrower shall indemnify the Agent or have no obligation to pay to any Lender within thirty (30) days of demand by the Lender or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of such failure. Notwithstanding the foregoing, (i) amount which the Borrower shall not be is liable for the payment of any tax on or measured by the net income of any Lender pursuant to withhold due to the laws of the jurisdiction where an office failure of such Lender making to file any loan hereunder is located or does business, and (ii) the foregoing obligation to gross up the payments to any Lender so as not to deduct or offset any withholding taxes or Taxes paid or payable statement of exemption required by the Borrower with respect to any payments to such Lender shall not apply (x) to any payment to any Lender which is a “foreign corporation, partnership or trust” within the meaning of the Code if such Lender is not, on the date hereof (or on the date it becomes a Lender under this Agreement pursuant to the assignment terms of this Agreement), or on any date hereafter that it is a Lender under this Agreement, entitled to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Lender with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such itemCode.

Taxes; Net Payments. (a) All payments made by the Borrower hereunder and under the Revolving Note and the Term Note to the Agent or any Lender Loan Documents shall be made free and clear of, and without set-off reduction for or counterclaim and on account of, any Included Taxes required by law to be withheld from any amounts payable under the Loan Documents. In the event that the Borrower is prohibited by law from making payments under the Loan Documents free of deductions or withholdings in respect of Included Taxes, then the Borrower shall pay such additional amounts to the Administrative Agent, for the benefit of the Indemnified Tax Persons, as may be necessary in order that all such payments, the actual amounts received by each Indemnified Tax Person in respect of interest and any other amount payable under the Loan Documents after deduction or withholding for or on account (and after payment of any present or future taxes, levies, imposts, duties additional taxes or other charges due as a consequence of whatsoever nature imposed the payment of such additional amounts) shall equal the amount that would have been received if such deduction or withholding were not required. In the event that any such deduction or withholding with respect to Included Taxes can be reduced or nullified as a result of the application of any relevant double taxation convention, the relevant Indemnified Tax Person will cooperate with the Borrower (at the sole expense of the Borrower) in making application to the relevant taxing authorities to seek to obtain such reduction or nullification, so long as it would not be disadvantageous to such Indemnified Tax Person, provided, however, that no Indemnified Tax Person shall have any obligation to engage in litigation with respect thereto. If the Borrower shall make any payments under this Section 3.10 or shall make any deductions or withholdings from amounts paid in accordance with this Section 3.10, the Borrower shall, as promptly as practicable thereafter, forward to the Administrative Agent original or certified copies of official receipts or other evidence acceptable to the Administrative Agent establishing such payment and the Administrative Agent in turn shall distribute copies of such receipts to each Indemnified Tax Person. If payments under the Loan Documents to any Indemnified Tax Person are or become subject to any withholding, such Indemnified Tax Person shall (unless otherwise required by any a Governmental Authority or taxing authority thereof as a result of any treaty, convention, law, rule, regulation, order or similar directive applicable to such Indemnified Tax Person) use its best efforts to designate a different office or branch to which payments are to be made under the Loan Documents from that initially selected thereby, if such designation would avoid or mitigate such withholding and would not be disadvantageous to such Indemnified Tax Person. In the event that any Indemnified Tax Person shall have determined that it received a refund or credit for Included Taxes paid by the Borrower under this Section 3.10, such Indemnified Tax Person shall promptly notify the Administrative Agent and the Borrower of such fact and shall remit to the Borrower the amount of such refund or credit applicable to the payments made by the Borrower in respect of such Indemnified Tax Person under this Section 3.10. (collectivelyb) Each Indemnified Tax Person shall deliver to the Borrower such certificates, “Taxes”)documents, or other evidence as the Borrower may reasonably require from time to time as are necessary to establish that such Indemnified Tax Person is not subject to withholding under Section 1441, 1442 or 3406 of the Code or as may be necessary to establish, under any law imposing upon the Borrower, hereafter, an obligation to withhold any portion of the payments made by the Borrower under the Loan Documents, that payments to the Administrative Agent on behalf of such Indemnified Tax Person are not subject to withholding. Notwithstanding any provision herein to the contrary, the Borrower shall not be less than have any obligation to pay to the amounts otherwise specified Administrative Agent for the benefit of any Indemnified Tax Person any amount which the Borrower is required to be paid under this Agreement. The Borrower shall pay all Taxes when due withhold (and shall promptly send have no obligation to the otherwise indemnify any Lender original tax receipts or copies thereof certified by the relevant taxing authority together with such other documentary evidence with respect to such payments amount) to the extent that the Borrower’s obligation to withhold is due to the failure of such Indemnified Tax Person to file any required statement, certificate or other document with respect to exemption which such Borrower requested of it. (c) Each Indemnified Tax Person not incorporated under the laws of the United States or any State thereof shall deliver to the Borrower such certificates, documents, or other evidence as the Borrower may be required reasonably require from time to time as are necessary to establish that such Indemnified Tax Person is not subject to withholding under Section 1441, 1442 or 3406 of the Code or as may be necessary to establish, under any law imposing upon the Borrower, hereafter, an obligation to withhold any portion of the payments made by the Agent. If Borrower under the Borrower fails to pay any Taxes Loan Documents, that payments to the appropriate taxing authorities when due or fails Administrative Agent on behalf of such Indemnified Tax Person are not subject to remit withholding. Notwithstanding any provision herein to the Agent or Lender any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidencecontrary, the Borrower shall indemnify not have any obligation to pay to the Administrative Agent or Lender within thirty (30) days for the benefit of demand any Indemnified Tax Person any amount which the Borrower is liable to withhold due to the failure of such Indemnified Tax Person to file any statement of exemption required by the Lender or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of such failure. Notwithstanding the foregoing, (i) the Borrower shall not be liable for the payment of any tax on or measured by the net income of any Lender pursuant to the laws of the jurisdiction where an office of such Lender making any loan hereunder is located or does business, and (ii) the foregoing obligation to gross up the payments to any Lender so as not to deduct or offset any withholding taxes or Taxes paid or payable by the Borrower with respect to any payments to such Lender shall not apply (x) to any payment to any Lender which is a “foreign corporation, partnership or trust” within the meaning of the Code if such Lender is not, on the date hereof (or on the date it becomes a Lender under this Agreement pursuant to the assignment terms of this Agreement), or on any date hereafter that it is a Lender under this Agreement, entitled to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Lender with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such itemCode.

Taxes; Net Payments. (a) All payments made by the Borrower hereunder and any Subsidiary Guarantor under the Revolving Note and the Term Note to the Agent or any Lender Loan Documents shall be made free and clear of, and without set-off or counterclaim and in such amounts as may be necessary in order that all such payments, after deduction or withholding reduction for or on account of, any Taxes required by law to be withheld from any amounts payable under the Loan Documents. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any present Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or future taxes, levies, imposts, duties withholding and shall timely pay the full amount deducted or other charges of whatsoever nature imposed by any withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by Borrower shall be increased as necessary so that after such deduction or taxing authority thereof withholding has been made (collectively, “Taxes”), shall not be less than the amounts otherwise specified including such deductions and withholdings applicable to be paid additional sums payable under this Agreement. Section 2.12) the Credit Parties receive an amount equal to the sum they would have received had no such deduction or withholding been made. (b) The Borrower shall timely pay all Taxes when due and shall promptly send to the Lender relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse the Credit Parties for, Other Taxes. (c) As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section 2.12, the Borrower shall deliver to the Administrative Agent the original tax receipts or copies thereof a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. (d) The Borrower shall indemnify and pay to the Administrative Agent or the Lenders, as the case may be, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by any Credit Party or required to be withheld or deducted from a payment to any Credit Party and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant taxing authority together Governmental Authority. (e) A statement setting forth the calculations of any amounts payable pursuant to subsections (a) or (d) of this Section 2.12 submitted by a Credit Party to the Borrower shall be conclusive absent manifest error. The obligations of the Borrower under this Section shall survive the termination of this Agreement and the Commitments and the payment of the Notes and all other amounts payable under the Loan Documents. (f) Each Lender which is a foreign corporation within the meaning of Section 1442 of the Code that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent such certificates, documents or other documentary evidence as the Borrower or the Administrative Agent may reasonably require from time to time as are necessary to establish that such Lender is not subject to withholding with respect to such payments under Section 1441 or 1442 of the Code or as may be required from time necessary to time establish, under any law imposing upon the Borrower an obligation to withhold any portion of the payments made by the Agent. If Borrower under the Borrower fails to pay any Taxes Loan Documents, that payments to the appropriate taxing authorities when due or fails to remit to the Administrative Agent or Lender any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidence, the Borrower shall indemnify the Agent or Lender within thirty (30) days of demand by the Lender or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of such failure. Notwithstanding the foregoing, (i) the Borrower shall not be liable for the payment of any tax on or measured by the net income of any Lender pursuant to the laws of the jurisdiction where an office behalf of such Lender making are not subject to withholding. (g) If a payment made to a Lender under any loan hereunder is located 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 Section 1471(b) or does business1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and (ii) the foregoing obligation to gross up Administrative Agent at the payments to any Lender so as not to deduct time or offset any withholding taxes times prescribed by law and at such time or Taxes paid or payable times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with respect their obligations under FATCA and to any payments 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. Solely for purposes of this subsection (g), “FATCA” shall not apply (x) include any amendments made to any payment to any Lender which is a “foreign corporation, partnership or trust” within the meaning of the Code if such Lender is not, on FATCA after the date hereof (or on the date it becomes a Lender under this Agreement pursuant to the assignment terms of this Agreement), or on any date hereafter that it is a Lender under this Agreement, entitled to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Lender with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such item.

Taxes; Net Payments. (a) All payments made by the Borrower hereunder and under the Revolving Note and the Term Note to the Agent or any Lender Loan Documents shall be made free and clear of, and without set-off reduction for or counterclaim and on account of, any Included Taxes required by law to be withheld from any amounts payable under the Loan Documents. In the event that the Borrower is prohibited by law from making payments under the Loan Documents free of deductions or withholdings in respect of Included Taxes, then the Borrower, without duplication of other payments hereunder, shall pay such additional amounts to the Administrative Agent, for the benefit of the Credit Parties, as may be necessary in order that all such payments, the actual amounts received by each Credit Party in respect of interest and any other amount payable under the Loan Documents after deduction or withholding for or on account (and after payment of any present or future taxes, levies, imposts, duties additional taxes or other charges due as a consequence of whatsoever nature imposed the payment of such additional amounts) shall equal the amount that would have been received if such deduction or withholding were not required. In the event that any such deduction or withholding with respect to Included Taxes can be reduced or nullified as a result of the application of any relevant double taxation convention, the relevant Credit Party will cooperate with the Borrower (at the sole expense of the Borrower) in making application to the relevant taxing authorities to seek to obtain such reduction or nullification, so long as it would not be disadvantageous to such Credit Party, provided, however, that no Credit Party shall have any obligation to engage in litigation with respect thereto. If the Borrower shall make any payments under this Section 3.10 or shall make any deductions or withholdings from amounts paid in accordance with this Section 3.10, the Borrower shall, as promptly as practicable thereafter, forward to the Administrative Agent original or certified copies of official receipts or other evidence acceptable to the Administrative Agent establishing such payment and the Administrative Agent in turn shall distribute copies of such receipts to each Credit Party. If payments under the Loan Documents to any Credit Party are or become subject to any withholding, such Credit Party shall (unless otherwise required by any a Governmental Authority or taxing authority thereof as a result of any treaty, convention, law, rule, regulation, order or similar directive applicable to such Credit Party) use its best efforts to designate a different office or branch to which payments are to be made under the Loan Documents from that initially selected thereby, if such designation would avoid or mitigate such withholding and would not be disadvantageous to such Credit Party. In the event that any Credit Party shall have determined that it received a refund for Included Taxes paid by the Borrower under this Section 3.10, such Credit Party shall promptly notify the Administrative Agent and the Borrower of such fact and shall remit to the Borrower the amount of such refund applicable to the payments made by the Borrower in respect of such Credit Party under this Section 3.10 (collectively, “Taxes”but only to the extent of indemnity payments made under this Section 3.10 with respect to the Taxes giving rise to such refund), shall not be less net of all third party out-of-pocket expenses (including Taxes) of such indemnified Credit Party and without interest (other than the amounts otherwise specified to be any interest paid under this Agreement. The Borrower shall pay all Taxes when due and shall promptly send to the Lender original tax receipts or copies thereof certified by the relevant taxing authority together with such other documentary evidence Governmental Authority with respect to such payments as may refund). Borrower, upon the request of such indemnified Credit Party, shall repay to such indemnified Credit Party the amount of such refund paid pursuant to this Section 3.10(a) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified Credit Party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 3.10(a), in no event will the indemnified Credit Party be required to pay any refund or other amount to Borrower pursuant to this Section 3.10(a) the payment of which would place the indemnified Credit Party in a less favorable net after-Tax position than the indemnified Credit Party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This Section 3.10(a) shall not be construed to require any Credit Party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person. (b) Each Credit Party shall deliver to the Borrower such certificates, documents, or other evidence as the Borrower or the Administrative Agent may reasonably require from time to time as are necessary to establish that such Credit Party or the Administrative Agent is not subject to withholding under Section 1441, 1442 or 3406 of the Code or as may be necessary to establish, under any law imposing upon the Borrower or the Administrative Agent, hereafter, an obligation to withhold any portion of the payments made by the Agent. If Borrower under the Borrower fails to pay any Taxes Loan Documents, that payments to the appropriate taxing authorities when due or fails Administrative Agent on behalf of such Credit Party are not subject to remit withholding. Notwithstanding any provision herein to the Agent or Lender any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidencecontrary, the Borrower shall not have any obligation to pay to the Administrative Agent for the benefit of any Credit Party any amount which the Borrower is required to withhold (and shall have no obligation to otherwise indemnify any Lender with respect to such amount) to the extent that the Borrower’s obligation to withhold is due to the failure of such Credit Party to file any required statement, certificate or other document with respect to exemption which such Borrower requested of it. (c) Each Credit Party not incorporated under the laws of the United States or any State thereof shall deliver to the Borrower or the Administrative Agent such certificates, documents, or Lender within thirty (30) days other evidence as the Borrower may reasonably require from time to time as are necessary to establish that such Credit Party is not subject to withholding under Section 1441, 1442 or 3406 of demand the Code or as may be necessary to establish, under any law imposing upon the Borrower or the Administrative Agent, hereafter, an obligation to withhold any portion of the payments made by the Lender or Borrower under the Loan Documents, that payments to the Administrative Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result on behalf of such failureCredit Party are not subject to withholding. Notwithstanding any provision herein to the foregoingcontrary, (i) the Borrower shall not be liable have any obligation to pay to the Administrative Agent for the payment benefit of any tax on or measured Credit Party any amount which the Borrower is liable to withhold due to the failure of such Credit Party to file any statement of exemption required by the net income Code. (d) If a payment made to a Credit Party under this Agreement or 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 any FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender pursuant shall deliver to the laws of Borrower and the jurisdiction where an office of Administrative Agent at the time or times prescribed by law and at such Lender making any loan hereunder is located time or does business, and (ii) the foregoing obligation to gross up the payments to any Lender so as not to deduct or offset any withholding taxes or Taxes paid or payable times reasonably requested by the Borrower with respect to any payments to or the Administrative Agent such Lender shall not apply documentation prescribed by applicable law (x) to any payment to any Lender which is a “foreign corporation, partnership or trust” within the meaning of the Code if such Lender is not, on the date hereof (or on the date it becomes a Lender under this Agreement pursuant to the assignment terms of this Agreement), or on any date hereafter that it is a Lender under this Agreement, entitled to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received including as prescribed by it hereunder in respect of the Loans) or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of the LoansSection 1471(b)(3)(C)(i) of the U.S. Department of Treasury, Code) and such additional documentation reasonably requested by the Borrower or (y) to any item referred to in the preceding sentence that would not have been imposed but Administrative Agent as may be necessary for the failure by such Lender Borrower and the Administrative Agent to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Lender with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such item.their obligations under FATCA

Taxes; Net Payments. (a) All payments made by the Borrower hereunder and any Subsidiary Guarantor under the Revolving Note and the Term Note to the Agent or any Lender Loan Documents shall be made free and clear of, and without set-off or counterclaim and in such amounts as may be necessary in order that all such payments, after deduction or withholding reduction for or on account of, any Taxes required by law to be withheld from any amounts payable under the Loan Documents. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any present Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or future taxes, levies, imposts, duties withholding and shall timely pay the full amount deducted or other charges of whatsoever nature imposed by any withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by Borrower shall be increased as necessary so that after such deduction or taxing authority thereof withholding has been made (collectively, “Taxes”), shall not be less than the amounts otherwise specified including such deductions and withholdings applicable to be paid additional sums payable under this Agreement. Section 2.12) the Credit Parties receive an amount equal to the sum they would have received had no such deduction or withholding been made. (b) The Borrower shall timely pay all Taxes when due and shall promptly send to the Lender relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse the Credit Parties for, Other Taxes. (c) As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section 2.12, the Borrower shall deliver to the Administrative Agent the original tax receipts or copies thereof a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. (d) The Borrower shall indemnify and pay to the Administrative Agent or the Lenders, as the case may be, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by any Credit Party or required to be withheld or deducted from a payment to any Credit Party and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant taxing authority together Governmental Authority. (e) A statement setting forth the calculations of any amounts payable pursuant to subsections (a) or (d) of this Section 2.12 submitted by a Credit Party to the Borrower shall be conclusive absent manifest error. The obligations of the Borrower under this Section shall survive the termination of this Agreement and the Commitments and the payment of the Notes and all other amounts payable under the Loan Documents. (f) Each Lender which is a foreign corporation within the meaning of Section 1442 of the Code that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent such certificates, documents or other documentary evidence as the Borrower or the Administrative Agent may reasonably require from time to time as are necessary to establish that such Lender is not subject to withholding with respect to such payments under Section 1441 or 1442 of the Code or as may be required from time necessary to time establish, under any law imposing upon the Borrower an obligation to withhold any portion of the payments made by the Agent. If Borrower under the Borrower fails to pay any Taxes Loan Documents, that payments to the appropriate taxing authorities when due or fails to remit to the Administrative Agent or Lender any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidence, the Borrower shall indemnify the Agent or Lender within thirty (30) days of demand by the Lender or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of such failure. Notwithstanding the foregoing, (i) the Borrower shall not be liable for the payment of any tax on or measured by the net income of any Lender pursuant to the laws of the jurisdiction where an office behalf of such Lender making are not subject to withholding. (g) If a payment made to a Lender under any loan hereunder is located 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 Section 1471(b) or does business1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and (ii) the foregoing obligation to gross up Administrative Agent at the payments to any Lender so as not to deduct time or offset any withholding taxes times prescribed by law and at such time or Taxes paid or payable times reasonably requested by the Borrower with respect to any payments to or the Administrative Agent such Lender shall not apply documentation prescribed by applicable law (xincluding as prescribed by Section 1471(b)(3)(C)(i) to any payment to any Lender which is a “foreign corporation, partnership or trust” within the meaning of the Code if Code) and such Lender is notadditional documentation reasonably requested by Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Xxxxxx has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this subsection (g), on “FATCA” shall include any amendments made to FATCA after the date hereof (or on the date it becomes a Lender under this Agreement pursuant to the assignment terms of this Agreement), or on any date hereafter that it is a Lender under this Agreement, entitled to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Lender with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such item.