Common use of Taxes on Payments Clause in Contracts

Taxes on Payments. (a) Except as otherwise expressly provided in this Section 2.12, all payments by the Borrower under this Agreement or any other Credit Document shall be made free and clear of, and without deduction for, any and all present or future federal, state, local and foreign taxes, levies, imposts, duties, deductions, fees, assessments, withholdings, or other charges of whatever nature and all interest, penalties and other liabilities with respect thereto, including withholding taxes imposed by any jurisdiction or any political subdivision thereof, but excluding (i) taxes imposed on a Lender’s overall net income and franchise taxes imposed on such Lender, in each case, by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision thereof and (ii) any taxes imposed on any “withholdable payment” payable to such recipient as a result of the failure of such recipient to satisfy the applicable requirements of FATCA (all such nonexcluded taxes, levies, imposts, duties, deductions, fees, assessments, withholdings, or other charges of whatever nature and all interest, penalties and other liabilities being referred to herein as “Indemnifiable Taxes”). If Indemnifiable Taxes are imposed in respect of any sum payable hereunder to any Lender, then (i) subject to the penultimate sentence of Section 2.12(e), the sum payable shall be increased by the amount necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make all required deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable law. For the avoidance of doubt, for purposes of this Section 2.12, “applicable law” includes FATCA.

Taxes on Payments. (a) Except as otherwise expressly provided All payments in this Section 2.12, all payments by respect of the Borrower under this Agreement or any other Credit Document Loans shall be made free and clear of, of and without any deduction for, or withholding for or on account of any present and all present or future federal, state, local and foreign taxes, levies, imposts, duties, deductions, fees, assessments, withholdings, assessments or other governmental charges of whatever nature and all interest, penalties and other liabilities with respect thereto, including withholding taxes imposed by any jurisdiction the United States, or any political subdivision thereofor taxing authority thereof or therein (“Taxes”), but excluding (iw) taxes imposed on a Lender’s overall net income income, (x) franchise taxes, (y) branch profits taxes, and franchise (z) taxes imposed under FATCA (all such non-excluded taxes being hereinafter called “Indemnified Taxes” and all such excluded taxes being hereinafter called “Excluded Taxes”), except as expressly provided in this Section 8.03. If any Indemnified Taxes are imposed and required by law to be deducted or withheld from any amount payable to any Lender or Agent, then the Company shall (i) increase the amount payable so that such Lender or Agent will receive a net amount (after deduction of all Indemnified Taxes) equal to the amount due hereunder, (ii) pay such Indemnified Taxes to the appropriate taxing authority for the account of such Lender or Agent, and (iii) as promptly as possible thereafter, send such Lender or Agent evidence showing payment thereof, together with such additional documentary evidence as such Lender or Agent may from time to time require. If the Company fails to perform its obligations under (ii) or (iii) above, the Company shall indemnify the Administrative Agent and/or such Lender or Agent for such Indemnified Taxes and any incremental taxes, interest or penalties that may become payable as a result of any such failure; provided, however, that the Company will not be required to make any payment to any Lender or Agent under this Section 8.03 if withholding is required in respect of such Lender or Agent by reason of such Lender’s failure to comply with subsection (c) or (d), unless such failure results from an amendment to or a change in any applicable law or regulation or in the interpretation thereof by any regulatory authority (including without limitation any change in an applicable tax treaty), which amendment or change becomes effective after the date hereof. (b) The Company shall indemnify the Agents and each Lender against any transfer taxes, documentary taxes, or similar assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any Notes (hereinafter referred to as “Other Taxes”). (c) Each Lender that is a United States person for United States federal income tax purposes shall deliver to the Company and the Administrative Agent 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 Company or the Administrative Agent), executed originals of Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding. (d) Each Lender that is not a United States person for United States federal income tax purposes (a “Foreign Person”) agrees that it shall deliver to the Company and the Administrative Agent (i) on or before the date on which this Agreement becomes effective or the date of the Assignment and Assumption Agreement whereby it became a “Lender” hereunder (whichever is later), two duly completed copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8ECI, as appropriate, indicating that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, (ii) on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by such Lender to the Company and the Administrative Agent, such duly completed extensions or renewals of such forms (or successor forms) certifying in the case of a Form W-8BEN, W-8BEN-E or W-8ECI (or successor forms) that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (unless in any such case an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or the exemption to which such forms relate unavailable and such Lender notifies the Company and the Administrative Agent that it is not entitled to receive payments without deduction or withholding of United States federal income taxes) and (iii) in the event of a transfer of any Loan to a subsidiary or affiliate of such Lender, concurrently with such transfer, a new Internal Revenue Service Form W-8BEN or W-8ECI (or any successor form), as the case may be, for such subsidiary or affiliate indicating that such subsidiary or affiliate is, on the date of delivery thereof, entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. The Company and the Administrative Agent shall each be entitled to rely on such forms in its possession until receipt of any revised or successor form pursuant to the preceding sentence. (e) If a Lender, at the time it first becomes a party to this Agreement (or because of a change in an Applicable Lending Office) is subject to a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from Indemnified Taxes. For any period with respect to which a Lender has failed to provide the Company with the appropriate form pursuant to Section 8.03(c) or (d) (unless such failure is due to a change in treaty, law or regulation, or in the interpretation thereof by any regulatory authority, occurring subsequent to the date on which a form originally was required to be provided), such Lender shall not be entitled to additional payments under Section 8.03(a) with respect to Indemnified Taxes imposed by the United States; provided, however, that should a Lender, which is otherwise exempt from or subject to a reduced rate of withholding tax, become subject to Indemnified Taxes because of its failure to deliver a form required hereunder, the Company shall take such steps as such Lender shall reasonably request to assist such Lender to recover such Indemnified Taxes. (f) If the Company is required to pay additional amounts to or for the account of any Lender pursuant to this Section 8.03, then such Lender will change the jurisdiction of one or more Applicable Lending Offices so as to eliminate or reduce any such additional payment which may thereafter accrue if such change, in the sole judgment of such Lender, is not otherwise disadvantageous to such Lender. (g) If any Lender is able to apply for any credit, refund, deduction or other reduction in Indemnified Taxes or Other Taxes in an amount which is reasonably determined by such Lender to be material, which arises by reason of any payment made by the Company pursuant to this Section 8.03, such Lender will use reasonable efforts to obtain such credit, refund, deduction or other reduction and, upon receipt thereof, will pay to the Company an amount, not exceeding the amount of such payment by the Company, equal to the net after tax value to such Lender, in each caseits good faith determination, of such part of such credit, refund, deduction or other reduction as it determines to be allocable to such payment by the jurisdiction Company, having regard to all of its dealings giving rise to similar credits, refunds, deductions or other reductions during the same tax period and to the cost of obtaining the same; provided, however, that (i) such Lender’s Applicable Lending Office Lender shall not be obligated to disclose to the Company any information regarding its tax affairs or any political subdivision thereof computations and (ii) any taxes imposed on any “withholdable payment” payable nothing contained in this Section 8.03 shall be construed so as to such recipient as a result of interfere with the failure right of such recipient Lender to satisfy arrange its tax affairs as it deems appropriate. (h) If a payment made to a Lender under this Agreement or a Note 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 (all such nonexcluded taxesincluding those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, levies, imposts, duties, deductions, fees, assessments, withholdings, or other charges of whatever nature and all interest, penalties and other liabilities being referred to herein as “Indemnifiable Taxes”). If Indemnifiable Taxes are imposed in respect of any sum payable hereunder to any Lender, then (i) subject to the penultimate sentence of Section 2.12(eapplicable), the sum payable shall be increased by the amount necessary so that after making all required deductions such Lender shall receive an amount equal deliver to the sum it would have received had no Company and the Administrative Agent at the time or times prescribed by law and at such deductions been made, time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable law (iiincluding as prescribed by Section 1471(b)(3)(C)(i) of the Borrower shall make all required deductions Internal Revenue Code) and (iii) such additional documentation reasonably requested by the Borrower shall pay Company or the full Administrative Agent as may be necessary for the Company 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 deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable lawdeduct and withhold from such payment. For the avoidance of doubt, Solely for purposes of this Section 2.12subsection, “applicable lawFATCA” includes FATCAshall include any amendments made to FATCA after the date of this Agreement.

Taxes on Payments. (a) Except as otherwise expressly provided in this Section 2.12, all All payments by the Borrower under pursuant to this Agreement or any other Credit Document shall be made free and clear of, of and without any deduction for, or withholding for or on account of any present and all present or future federal, state, local and foreign taxes, levies, imposts, duties, deductions, fees, assessments, withholdings, assessments or other governmental charges of whatever nature and all interest, penalties and other liabilities with respect thereto, including withholding taxes imposed by any jurisdiction the United States, or any political subdivision thereofor taxing authority thereof or therein, but excluding (i) taxes imposed on a Lender’s overall its net income income, branch profit taxes and franchise taxes imposed on such Lender, in each case, by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision thereof and (ii) any taxes imposed on any “withholdable payment” payable to such recipient as a result of the failure of such recipient to satisfy the applicable requirements of FATCA (all such nonexcluded taxes, levies, imposts, duties, deductions, fees, assessments, withholdings, or other charges of whatever nature and all interest, penalties and other liabilities non-excluded taxes being referred to herein as hereinafter called “Indemnifiable Taxes”), except as expressly provided in this Section 8.04. If Indemnifiable any Taxes are imposed in respect of and required by law to be deducted or withheld from any sum amount payable hereunder to any Lender, then the Borrower shall (i) subject to the penultimate sentence of Section 2.12(e), the sum payable shall be increased by increase the amount necessary of such payment so that after making all required deductions such Lender shall will receive an a net amount (after deduction of all Taxes) equal to the sum it would have received had no such deductions been madeamount due hereunder, (ii) pay such Taxes to the Borrower shall make all required deductions appropriate taxing authority for the account of such Lender, and (iii) as promptly as possible thereafter, send such Lender evidence of original or certified receipt showing payment thereof, together with such additional documentary evidence as such Lender may from time to time require. If the Borrower fails to perform its obligations under (ii) or (iii) above, the Borrower shall pay indemnify such Lender for any incremental taxes, interest or penalties that may become payable as a result of any such failure; provided, however, that the full amount deducted Borrower will not be required to make any payment to any Lender under this Section 8.04 if withholding is required in respect of such Lender by reason of such Lender’s inability or failure to furnish under subsection (c) an extension or renewal of a Form W-8ECI or Form W-8BEN (or successor form), as applicable, unless such inability results from an amendment to or a change in any applicable law or regulation or in the interpretation thereof by any regulatory authority (including without limitation any change in an applicable tax treaty), which amendment or change becomes effective after the date hereof. (b) The Borrower shall indemnify the Administrative Agent and each Lender against any present or future transfer taxes, stamp or documentary taxes, excise or property taxes, assessments or charges made by any Governmental Authority by reason of the execution, delivery, registration or enforcement of this Agreement or any Notes (hereinafter referred to as “Other Taxes”). (c) Subject to subsection (d) below, each Lender that is a foreign person (i.e. a person who is not a United States person for United States federal income tax purposes) agrees that it shall deliver to the relevant taxing authority Borrower (with a copy to the Administrative Agent) (i) within twenty Domestic Business Days after the date on which this Agreement becomes effective, two duly completed copies of United States Internal Revenue Service Form W-8ECI or W-8BEN, as appropriate, indicating that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, or is entitled to a reduced rate of United States withholding taxes under an applicable income tax treaty, (ii) from time to time, such extensions or renewals of such forms (or successor forms) as may reasonably be requested by the Borrower but only to the extent such Lender determines that it may properly effect such extensions or renewals under applicable tax treaties, laws, regulations and directives and (iii) in the event of a transfer of any Loan to a subsidiary or affiliate of such Lender, a new Internal Revenue Service Form W-8ECI or W-8BEN (or any successor form), as the case may be, for such subsidiary or affiliate indicating that such subsidiary or affiliate is, on the date of delivery thereof, entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes or is entitled to a reduced rate of United States withholding tax under an applicable income tax treaty. The Borrower and the Administrative Agent shall each be entitled to rely on such forms in its possession until receipt of any revised or successor form pursuant to the preceding sentence. (d) If a Lender at the time it first becomes a party to this Agreement (or because of a change in an Applicable Lending Office) is subject to a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from Taxes. For any period with respect to which a Lender has failed to provide the Borrower with the appropriate form pursuant to Section 8.04(c) (unless such failure is due to a change in treaty, law or regulation, or in the interpretation thereof by any regulatory authority, occurring subsequent to the date on which a form originally was required to be provided), such Lender shall not be entitled to additional payments under Section 8.04(a) with respect to Taxes imposed by the United States; provided, however, that should a Lender, which is otherwise exempt from or subject to a reduced rate of withholding tax, become subject to Taxes because of its failure to deliver a form required hereunder, the Borrower shall take such steps as such Lender shall reasonably request to assist such Lender to recover such Taxes. (e) If the Borrower is required to pay additional amounts to or for the account of any Lender pursuant to this Section 8.04, then such Lender will change the jurisdiction of one or more Applicable Lending Offices so as to eliminate or reduce any such additional payment which may thereafter accrue if such change, in the judgment of such Lender, is not otherwise disadvantageous to such Lender. (f) If any Lender is able to apply for any credit, deduction or other Governmental Authority reduction in accordance with applicable law. For Taxes or Other Taxes in an amount which is reasonably determined by such Lender to be material, which arises by reason of any payment made by the avoidance of doubt, for purposes of Borrower pursuant to this Section 2.128.04, “applicable law” includes FATCAsuch Lender will use reasonable efforts, excluding the institution of any judicial proceeding, to obtain such credit, deduction or other reduction and, upon receipt thereof, will pay to the Borrower an amount, not exceeding the amount of such payment by the Borrower, equal to the net after-tax value to such Lender, in its good faith determination, of such part of such credit, deduction or other reduction as it determines to be allocable to such payment by the Borrower, having regard to all of its dealings giving rise to similar credits, deductions or other reductions during the same tax period and to the cost of obtaining the same; provided, however, that (i) such Lender shall not be obligated to disclose to the Borrower any information regarding its tax affairs or computations and (ii) nothing contained in this Section 8.04(f) shall be construed so as to interfere with the right of such Lender to arrange its tax affairs as it deems appropriate.

Taxes on Payments. (a) Except as otherwise expressly provided in this Section 2.122.13, any and all payments by the Borrower Borrowers in respect of principal or interest on any Loan, fee, or other Obligation or other amount due to any Lender under this Agreement or any other Credit Document shall be made free and clear of, and without deduction for, any and all present or future United States federal, state, state or local and foreign taxes, levies, imposts, duties, deductions, fees, assessments, charges or withholdings, or other charges of whatever nature and all interest, penalties and other liabilities with respect thereto, including withholding taxes imposed by the United States, any jurisdiction under the laws of which a Borrower is organized, and other jurisdiction or any political subdivision thereof, but excluding (i) taxes imposed on a such Lender’s overall net income and franchise taxes imposed on such Lender, in each case, Lender by the United States or the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision thereof and (ii) any branch profits taxes imposed on any “withholdable payment” payable to such recipient as a result of Lender by the failure United States or by the jurisdiction of such recipient to satisfy the applicable requirements of FATCA Lender’s Applicable Lending Office or any political subdivision thereof (all such nonexcluded taxes, levies, imposts, duties, deductions, feescharges, assessments, withholdings, or other charges of whatever nature withholdings and all interest, penalties and other liabilities being referred to herein as “Indemnifiable Taxes”). If Indemnifiable a Borrower shall be required by law to deduct any Taxes are imposed from or in respect of any sum payable hereunder to any Lender, then (i) subject to the penultimate last sentence of Section 2.12(e2.13(f), the sum payable shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.13) such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make all required deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable law. For law (other than with respect to income taxes for which such Lender(s) are entitled to receive a credit from the avoidance relevant taxing authority). (b) In addition, the Borrowers agree to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Credit Document (hereinafter referred to as “Other Taxes”). (c) Subject to the last sentence of doubtSection 2.13(f), the Borrowers will indemnify the Administrative Agent and each Lender for purposes the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.122.13) paid by such Lender, “and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. Such indemnification shall be made within 30 days following the date such Lender makes written demand therefor accompanied by documentation evidencing payment of such Taxes or Other Taxes. (d) Within 30 days after the date of any payment of Taxes or Other Taxes withheld hereunder (and, with respect to any Taxes or Other Taxes not so withheld, to the extent available), the Borrowers will furnish to the Administrative Agent, at its address set forth in Section 8.01, the original or a certified copy of a receipt evidencing payment thereof. (e) Without prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in this Section 2.13 shall survive the payment in full of principal, interest and all other Obligations hereunder. (f) Each Lender that is organized under the laws of a jurisdiction outside the United States of America agrees that if and to the extent it is legally able to do so, it shall deliver to the Borrowers and the Administrative Agent, on or before the first date of any payment by the Borrowers hereunder, such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto, including Internal Revenue Service Form W-8BEN or W-8ECI (as applicable law” includes FATCAto it) and any other certificate or statement or exemption required by Treasury Regulation section 1.1441-1(a) or section 1.1441-6(c) or any subsequent version thereof, properly completed and duly executed by such Lender establishing that such payment is (i) not subject to withholding under the Internal Revenue Code because such payment is effectively connected with the conduct by such Lender of a trade or business in the United States of America or (ii) totally exempt from United States withholding tax or subject to a reduced rate of such tax under a provision of an applicable tax treaty. Each Lender that has delivered such certificate or form shall, upon such certificate or form’s obsolescence, expiration or invalidity or upon the Borrowers’ reasonable request, replace or update such certificate or form as necessary. Within 30 days after the reasonable request of a Borrower or the Administrative Agent, each Lender that is not a foreign Lender shall deliver to the Borrowers and the Administrative Agent one or more Internal Revenue Service Forms W-9. Each Lender shall promptly notify the Borrowers and the Administrative Agent upon the obsolescence, expiration or invalidity of any form previously delivered by such Lender pursuant to this paragraph. A Lender shall not be entitled to any additional amounts under Section 2.13(a) or to any indemnification under Section 2.13(c) with respect to any Tax (x) that is in effect and would apply to amounts payable to such Lender, at the time such Lender becomes a party to this Agreement by assignment or designates a new Applicable Lending Office, except to the extent that (a) in the case of a Lender who becomes a Lender by assignment, the assignor of such Lender at the time of assignment, or (b) in the case of a designation of a new Applicable Lending Office, such Lender immediately prior to such designation, would have been entitled to receive additional amounts or indemnity from the Borrowers with respect to any withholding tax pursuant to Section 2.13(a) or Section 2.13(c), (y) that is attributable to such Lender’s failure to comply with this Section 2.13(f) or Section 2.13(g) or (z) has already been reimbursed to such Lender pursuant to the terms of Section 2.12(c). (g) Each Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax or other tax under the law of the jurisdiction in which the Borrowers are located, or any treaty to which such jurisdiction is a party, with respect to any payments under this Agreement shall deliver to the Borrowers and the Administrative Agent, at the time or times prescribed by applicable law or reasonably requested by the Borrowers, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or other Tax or at a reduced rate, provided that such Lender is legally entitled to complete, execute and deliver such documentation and, in such Lender’s sole judgment, such completion, execution or delivery would not materially prejudice the legal position of such Lender or be contrary to its internal policies. (h) Any Lender claiming any additional amounts in respect of Taxes payable pursuant to this Section 2.13 shall use reasonable efforts (consistent with legal and regulatory restrictions and such Lender’s internal policies) to file any certificate or document requested by the Borrowers or to change its Applicable Lending Office to another of its offices, branches or Affiliates, if the making of such a filing or change of Applicable Lending Office would avoid the need for or reduce the amount of any such Taxes attributable to the Loans and would not, in the sole determination of such Lender, result in any unreimbursed loss, cost or expense or otherwise be disadvantageous to such Lender. (i) Nothing contained in this Section 2.13 shall require any Lender or the Administrative Agent to make available any of its tax returns or any other information that it deems to be confidential or proprietary.

Taxes on Payments. (a) Except as otherwise expressly provided in this Section 2.12, all All payments by the Borrower under pursuant to this Agreement or any other Credit Document shall be made free and clear of, of and without any deduction for, or withholding for or on account of any present and all present or future federal, state, local and foreign taxes, levies, imposts, duties, deductions, fees, assessments, withholdingsassessments or governmental charges imposed on the Administrative Agent or any Lender by the United States, or other charges any political subdivision or taxing authority thereof or therein (“Taxes”), excluding, in the case of whatever nature the Administrative Agent and all interesteach Lender, penalties (w) Taxes imposed on its net income, branch profit taxes and other liabilities with respect thereto, including withholding taxes franchise or similar Taxes imposed in lieu of net income Taxes by any the jurisdiction (or any political subdivision thereof) under the laws of which it is organized or doing business (other than solely pursuant to this Agreement) or in which its principal office is located or, but excluding in the case of any Lender, in which its Applicable Lending Office is located, (ix) taxes imposed on a Lender’s overall net income and franchise taxes imposed on backup withholding tax that is required by Section 3406 of the Internal Revenue Code (or any successor provision thereto) to be withheld from amounts payable to the Administrative Agent or such Lender, in each case, by the jurisdiction of (y) any withholding tax that is attributable to such Lender’s Applicable Lending Office or any political subdivision thereof failure to comply with Sections 8.04(d) and (iih) and Taxes or special assessments of any taxes kind measured by or imposed on any “withholdable payment” payable to such recipient as a result of the failure extent and nature of the Administrative Agent’s or such recipient Lender’s activities, assets, liabilities, leverage, other exposures to satisfy the applicable requirements of risk, or other similar factors and (z) Taxes imposed pursuant to FATCA (all such nonexcluded taxes, levies, imposts, duties, deductions, fees, assessments, withholdings, or other charges of whatever nature and all interest, penalties and other liabilities non-excluded Taxes being referred to herein as hereinafter called “Indemnifiable Indemnified Taxes”), except as expressly provided in this Section 8.04. If Indemnifiable any Indemnified Taxes are imposed in respect of and required by law to be deducted or withheld from any sum amount payable hereunder by the Borrower or the Administrative Agent (the “Withholding Agent”) to the Administrative Agent or to any Lender, then (1) the Borrower shall increase the amount of such payment so that the Administrative Agent or such Lender, as the case may be, will receive a net amount (after deduction of all Indemnified Taxes) equal to the amount due hereunder, (2) the Withholding Agent shall pay such Indemnified Taxes to the appropriate Governmental Authority for the account of the Administrative Agent or such Lender, as the case may be, and (3) as promptly as possible thereafter, the Withholding Agent shall send the Administrative Agent or such Lender, as the case may be, evidence of original or certified copy of a receipt showing payment thereof, together with such additional documentary evidence as such Lender may from time to time reasonably require. If the Borrower fails to perform its obligations under (2) or (3) above, the Borrower shall indemnify the Administrative Agent or such Lender for any incremental taxes, interest or penalties that may become payable as a result of any such failure. (b) The Borrower shall indemnify the Administrative Agent and each Lender against any present or future transfer taxes, stamp or documentary taxes, excise or property taxes, assessments or charges made by any Governmental Authority by reason of the execution, delivery, registration or enforcement of this Agreement or any Notes (hereinafter referred to as “Other Taxes”). (c) The Borrower shall indemnify the Administrative Agent and each Lender, 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 8.04) payable or paid by such Administrative Agent or Lender 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 Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. (d) Subject to subsection (d) below, each Lender that is a foreign person (i.e. a person who is not a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code) agrees to 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 request of the Borrower or the Administrative Agent), unless the Lender is not legally entitled to do so, whichever of the following is applicable: (i) duly executed originals of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (ii) duly executed originals of Internal Revenue Service Form W-8ECI, (iii) in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate, in substantially the form of Exhibit G, or any other form approved by the Borrower and the Administrative Agent, to the effect that such Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code and (y) duly executed originals of Internal Revenue Service Form W-8BEN, (iv) in the case of a Lender that is not the beneficial owner of payments made under this Agreement (including a partnership) (A) executed originals of IRS Form W-8IMY on behalf of itself and (B) the relevant forms prescribed in clauses (i), (ii), (iii), and (v) of this paragraph (d) that would be required of each beneficial owner (or partner) if the beneficial owner (or partner) were a Lender; provided, however, that if the Lender is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, the Lender may provide the certificate required under paragraph (iii) above on behalf of such partners; and (v) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit Borrower or the Administrative Agent to determine the withholding or deduction required to be made. The Borrower and the Administrative Agent shall each be entitled to rely on such forms in its possession until receipt of any revised or successor form pursuant to the preceding sentence. (e) If a Lender (including the Administrative Agent in its capacity as a Lender) at the time it first becomes a party to this Agreement (or because of a change in an Applicable Lending Office) is subject to a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from Indemnified Taxes, except to the penultimate sentence of extent that, pursuant to Section 2.12(e8.04(a), the sum amounts with respect to such Taxes were payable shall be increased by the amount necessary so that after making all required deductions either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Applicable Lending Office. (f) If the Borrower is required to pay additional amounts to or for the account of any Lender (including the Administrative Agent in its capacity as a Lender) pursuant to this Section 8.04, then such Lender will change the jurisdiction of one or more Applicable Lending Offices so as to eliminate or reduce any such additional payment which may thereafter accrue if such change, in the judgment of such Lender, does not result in an unreimbursed cost and is not otherwise disadvantageous to such Lender. (g) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 8.04 (including additional amounts paid pursuant to this Section 8.04), it shall receive pay to the indemnifying party an amount equal to such refund (but only to the sum it extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid to such indemnified party pursuant to the previous sentence (plus any penalties, interest or other charges imposed by the relevant Governmental Authority with respect to such refund) in the event such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 8.04(g), in no event will any indemnified party be required to pay any amount to any indemnifying party pursuant to this Section 8.04(g) if such payment would place such indemnified party in a less favorable position (on a net after-Tax basis) than such indemnified party would have received been in if the indemnification payments or additional amounts giving rise to such refund had no such deductions never been made, paid. This Section 8.04(g) shall not be construed to require any indemnified party to make available its Tax returns (iior any other information relating to its Taxes which it deems confidential) to the indemnifying party or any other Person. (h) Any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Borrower shall make all required deductions and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (iii) and from time to time thereafter upon the request of the Borrower shall pay or the full amount deducted Administrative Agent), executed originals of Internal Revenue Service form W-9 certifying, to the relevant taxing authority extent such Lender is legally entitled to do so, that such Lender is exempt from U.S. Federal backup withholding tax. (i) If a payment made to a Lender under this Agreement or other Governmental Authority any Assignment and Assumption 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 accordance Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or 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 Internal Revenue 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 applicable lawtheir 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 the avoidance of doubt, Solely for purposes of this Section 2.128.04(i), “applicable lawFATCA” includes FATCAshall include any amendments made to FATCA after the date of this Agreement.

Taxes on Payments. (a) Except as otherwise expressly provided in this Section 2.12, all All payments by the Borrower made under this Agreement or any other Credit Document shall to an Affected Party shall, to the extent allowed by law be made free and clear of and without reduction for or on account of, and without deduction for, any and all present or future federal, state, local and foreign taxes, levies, imposts, duties, deductionscharges, fees, assessments, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any governmental authority (hereinafter "Taxes"), excluding (A) franchise taxes (in lieu of income taxes) or any other tax upon or measured by the overall net income of such Affected Party and (B) any Taxes that would not have been imposed but for the failure of such Affected Party to provide and keep current to the extent permitted by law any certification or other charges documentation required to qualify for an exemption therefrom or reduction in rate thereof or required by this Agreement to be furnished by such Affected Party (all such excluded Taxes hereinafter "Excluded Taxes"). In the event that any withholding or deduction from any payment made hereunder is required in respect of whatever nature and all interest, penalties and any Taxes (other liabilities with respect thereto, including withholding taxes imposed by any jurisdiction or any political subdivision thereof, but excluding than Excluded Taxes) then the Servicer shall: (i) taxes imposed on a Lender’s overall net income and franchise taxes imposed on such Lender, in each case, by cause the jurisdiction of such Lender’s Applicable Lending Office Issuer to pay directly to the relevant authority the full amount required to be so withheld or any political subdivision thereof and deducted; (ii) any taxes imposed on any “withholdable payment” payable promptly forward to the Agent an official receipt or other documentation satisfactory to the Agent evidencing such payment to such authority; and (iii) pay to the recipient such additional amount or amounts as is necessary to ensure that the net amount actually received by the recipient will equal the full amount such recipient would have received has not such withholding or deduction been required. Moreover, if any Taxes (other than Excluded Taxes) are directly asserted against any recipient with respect to any payment received by such recipient hereunder, the recipient may pay such Taxes (other than Excluded Taxes) and the Issuer will promptly pay such additional amounts (including any penalties, interests or expenses) as shall be necessary in order that the net amount received by the recipient after the payment of such Taxes (including Taxes on such additional amount) shall equal the amount of such recipient would have received has such Taxes not been asserted. If the Issuer fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the recipient the required receipts or other required documentary evidence, the Issuer shall cause the Issuer to indemnify the recipient for any incremental Taxes, interest, or penalties that may become payable by any recipient as a result of the failure such failure. Any amounts payable under this Section 5.02 shall constitute Variable Funding Increased Cost Amounts (upon notice of such recipient to satisfy the applicable requirements of FATCA (all such nonexcluded taxes, levies, imposts, duties, deductions, fees, assessments, withholdings, or other charges of whatever nature and all interest, penalties and other liabilities being referred to herein as “Indemnifiable Taxes”). If Indemnifiable Taxes are imposed in respect of any sum payable hereunder to any Lender, then (i) subject loss given to the penultimate sentence of Section 2.12(e), Servicer by the sum payable party suffering such loss) and shall be increased by payable as provided in the amount necessary so that after making all required deductions such Lender Indenture. (b) The agreements in this Section 5.02 shall receive an amount equal to survive the sum it would have received had no such deductions been made, (ii) the Borrower shall make all required deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable law. For the avoidance of doubt, for purposes termination of this Section 2.12, “applicable law” includes FATCAAgreement and the payment of all amounts payable hereunder.

Taxes on Payments. (a) Except as otherwise expressly provided All payments in this Section 2.12, all payments by respect of the Borrower under this Agreement or any other Credit Document Obligations shall be made free and clear of, of and without any deduction for, or withholding for or on account of any present and all present or future federal, state, local and foreign taxes, levies, imposts, duties, deductions, fees, assessmentscharges, withholdings, assessments or other charges of whatever nature governmental charges, and all interest, penalties and other liabilities with respect thereto, including withholding taxes imposed by the United States of America, any jurisdiction foreign government, or any political subdivision thereofor taxing authority thereof or therein, but excluding any Excluded Taxes (all such non-Excluded Taxes being hereinafter referred to as "Taxes"). If any Taxes are imposed and required by law to be deducted or withheld from any amount payable to Bank, then Borrowers shall (i) taxes imposed on a Lender’s overall net income and franchise taxes imposed on such Lender, in each case, by increase the jurisdiction amount of such Lender’s Applicable Lending Office or any political subdivision thereof payment so that Bank will receive a net amount (after deduction of all Taxes) equal to the amount due hereunder, and (ii) pay such Taxes to the appropriate taxing authority for the account of Bank prior to the date on which penalties attach thereto or interest accrues thereon; provided, however, if any such penalties or interest shall become due, Borrowers shall make prompt payment thereof to the appropriate taxing authority. Borrowers shall indemnify Bank for the full amount of Taxes (including penalties, interest, expenses and Taxes arising from or with respect to any indemnification payment) arising therefrom or with respect thereto, whether or not the Taxes were correctly or legally asserted. This indemnification shall be made on demand. SMRH:4842-8303-7620.12 7 (b) Bank or any other assignee or participant thereof that is a "United States person" within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall at the time it acquires an interest in the Obligations provide Borrowers with a duly executed IRS Form W-9 and such other documentation required by applicable law or reasonably requested by the Borrowers to show exemption from United States federal withholding taxes. Any assignee or participant of the Bank that is not a "United States person" within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall provide Borrowers at the time it acquires an interest in the Obligations with a duly executed IRS Form X-0XXX, X-0XXX-X, X-0XXX, or W-8IMY (with applicable attachments) to qualify for an exemption from United States federal withholding taxes imposed and if the such person is relying on claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a duly executed certificate of an applicable officer to the effect that such Person is not a "bank" within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a "10 percent shareholder" of any “withholdable payment” payable Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, or a "controlled foreign corporation" related to such recipient Borrower as a result described in Section 881(c)(3)(C) of the failure Internal Revenue Code (a "U.S. Tax Compliance Certificate") and (y) executed copies of IRS Form W-8BEN or IRS Form W‑8BEN-E. If a payment made to Bank or any assignee or participant thereof under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such recipient Person were to satisfy fail to comply with the applicable reporting requirements of FATCA (all including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such nonexcluded taxes, levies, imposts, duties, deductions, fees, assessments, withholdings, or other charges of whatever nature and all interest, penalties and other liabilities being referred to herein as “Indemnifiable Taxes”). If Indemnifiable Taxes are imposed in respect of any sum payable hereunder to any Lender, then (i) subject Person shall deliver to the penultimate sentence of Section 2.12(e), Borrowers at the sum payable shall be increased time or times prescribed by law and at such time or times reasonably requested by the amount Borrowers such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrowers as may be necessary so for the Borrowers to comply with their obligations under FATCA and to determine that after making all required deductions such Lender shall receive an amount equal Person has complied with such Person's obligations under FATCA or to determine the sum it would have received had no amount, if any, to deduct and withhold from such deductions been made, (ii) the Borrower shall make all required deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable lawpayment. For the avoidance of doubt, Solely for purposes of this Section 2.121.12(b), “applicable law” includes "FATCA" shall include any amendments made to FATCA after the date of this Agreement. Bank and any assignee or participant agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers in writing of its legal inability to do so.

Taxes on Payments. (a) Except Each Lender shall deliver to each of the Borrowers and to the Administrative Agent: - no more than 30 days after the date it becomes a Lender, either a statement that it is incorporated in the United States of America or, if it is not so incorporated, two duly completed copies of, as otherwise expressly provided in this Section 2.12applicable, all a United States Internal Revenue Service Form 1001 or Form 4224 (including a Form W-9 or equivalent) promulgated under the Internal Revenue Code (each, as applicable to any Person and together with any successor form, a "Tax Form") indicating that the Lender is entitled to receive payments by the Borrower under this Agreement or any other Credit Document shall be made free and clear of, and without deduction for, any and all present or future federal, state, local and foreign taxes, levies, imposts, duties, deductions, fees, assessments, withholdings, or other charges withholding of whatever nature and all interest, penalties and other liabilities with respect thereto, including withholding taxes United States federal income Taxes as permitted by the Internal Revenue Code, (b) If a Tax imposed by any jurisdiction the United States of America, or any political subdivision or taxing authority thereof, but excluding (i) taxes imposed subjects a Lender or its Office to any deduction or withholding on a payment (including fees) on its Loans to the Borrowers, the Lender shall promptly notify the Borrowers of the Tax, enclosing a copy of the relevant statute, regulation or interpretation requiring the deduction or withholding and setting forth in reasonable detail the Lender’s overall net income and franchise taxes imposed on such Lender's calculation of the dollar amount of the Tax. Within 30 days after it receives the notice (or a longer period that complies with the law relating to the Tax without subjecting the Lender to additional payments with respect to the Tax), in each casethe Borrowers shall, as requested by the jurisdiction Lender in the notice, - increase the amount of such the payment so that the Lender will receive a net amount (after deduction of the Tax) equal to the amount due hereunder, - pay the Tax to the appropriate taxing authority for the Lender’s Applicable Lending Office 's account, and - as promptly as possible, send the Lender evidence showing payment of the Tax, together with any additional documentary evidence the Lender reasonably requests. The Borrowers shall indemnify a Lender for any incremental Taxes, interest or any political subdivision thereof and (ii) any taxes imposed on any “withholdable payment” penalties that may become payable to such recipient as a result of the Borrowers' failure to comply with this Section 9.6. (c) Notwithstanding anything to the contrary in this Section 9.6, the Borrowers shall not be required to make any payment to a Lender or taxing authority under this Section 9.6 as a result of such recipient any deduction or withholding or incremental Tax, interest or penalty - that is caused by the Lender's failure or inability to satisfy furnish the applicable requirements of FATCA (all such nonexcluded taxes, levies, imposts, duties, deductions, fees, assessments, withholdingsBorrowers with a Tax Form, or other charges an extension or renewal thereof, pursuant to this Section 9.6 unless such failure or inability is the result of whatever nature and all interesta change in an applicable law, penalties and other liabilities being referred regulation or Tax treaty or in the interpretation thereof by a regulatory authority that becomes effective after the date of this Agreement, or - for any period for which the Lender or its applicable Office has furnished a Tax Form to herein as “Indemnifiable Taxes”). If Indemnifiable Taxes are imposed in respect of any sum payable hereunder to any Lender, then (i) the Borrowers that incorrectly indicates that the Lender or its applicable Office is not subject to the penultimate sentence of Section 2.12(e), the sum payable shall be increased by the amount necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make all required deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxing authority deduction or other Governmental Authority in accordance with applicable law. For the avoidance of doubt, for purposes of this Section 2.12, “applicable law” includes FATCAwithholding.

Taxes on Payments. (a) Except as otherwise expressly provided in this Section 2.12, Any and all payments by the Borrower Company to or for the account of any Lender under this Agreement or any other Credit Loan Document shall be made free and clear of, of and without deduction for, for any and all present or future federaltaxes, state, local and foreign taxesduties, levies, imposts, dutiesdeductions, deductionsassessments, fees, assessmentswithholdings or similar charges, withholdings, or other charges of whatever nature and all interest, penalties and other liabilities with respect thereto, including withholding EXCLUDING taxes imposed on or measured by any its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof, but excluding (i) taxes imposed on a Lender’s overall net income and franchise taxes imposed on under the laws of which such Lender, in each caseas the case may be, by the jurisdiction of such Lender’s Applicable Lending Office is organized or any political subdivision thereof and (ii) any taxes imposed on any “withholdable payment” payable to such recipient as maintains a result of the failure of such recipient to satisfy the applicable requirements of FATCA lending office (all such nonexcluded non-excluded taxes, duties, levies, imposts, dutiesdeductions, deductionsassessments, fees, assessmentswithholdings or similar charges, withholdings, or other charges of whatever nature and all interest, penalties and other liabilities being hereinafter referred to herein as “Indemnifiable Taxes”"TAXES"). If Indemnifiable the Company shall be required by any Laws to deduct any Taxes are imposed from or in respect of any sum payable hereunder under any Loan Document to any Lender, then (i) subject to the penultimate sentence of Section 2.12(e), the sum payable shall be increased by the amount as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section), such Lender shall receive receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower Company shall make all required deductions and such deductions, (iii) the Borrower Company shall pay the full amount deducted to the relevant taxing taxation authority or other Governmental Authority authority in accordance with applicable law. For Laws, and (iv) within 30 days after the avoidance date of doubtsuch payment, the Company shall furnish to such Lender the original or a certified copy of a receipt evidencing payment thereof. (b) In addition, the Company agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document (hereinafter referred to as "OTHER TAXES"). (c) If the Company shall be required by the Laws of any jurisdiction outside the United States to deduct any Taxes from or in respect of any sum payable under any Loan Document to any Lender, the Company shall also pay to such Lender, at the time interest is paid, such additional amount that the respective Lender specifies as necessary to preserve the after-tax yield (after factoring in United States (federal and state) taxes imposed on or measured by net income) such Lender would have received if such deductions (including deductions applicable to additional sums payable under this Section) had not been made. (d) The Company agrees to indemnify each Lender for purposes the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 2.12Section) paid by such Lender and any liability (including penalties, “applicable law” includes FATCAinterest and expenses) arising therefrom or with respect thereto.

Taxes on Payments. (a) Except as otherwise expressly provided in this Section 2.12, all All payments made by the Borrower Borrowers under the Note or this Agreement or any other Credit Document shall be made free and clear of, and without deduction foror withholding for or on account of, any and all present future income, stamp or future federal, state, local and foreign other taxes, levies, imposts, duties, deductions, fees, assessments, withholdingscharges, or other charges withholdings imposed, assessed, levied or collected by the United States of whatever nature and all interest, penalties and other liabilities with respect thereto, including withholding taxes imposed by any jurisdiction America or any political subdivision thereofor taxing authority thereof or therein, but excluding (i) taxes imposed on a Lender’s overall net income and franchise taxes imposed on such Lender, in each case, of the Lender by the jurisdiction United States of such Lender’s Applicable Lending Office America or any state or any political subdivision or taxing authority thereof and (ii) any taxes imposed on any “withholdable payment” payable to such recipient as a result of the failure of such recipient to satisfy the applicable requirements of FATCA or therein (all such nonexcluded non-excluded taxes, levies, imposts, dutiesdeduction, deductions, fees, assessments, withholdings, charges or other charges of whatever nature and all interest, penalties and other liabilities withholdings being referred to herein as “Indemnifiable Taxes”hereinafter called "TAXES"). If Indemnifiable any Taxes are imposed in respect of required to be withheld from any sum amounts so payable hereunder to any Lender, then (i) subject to the penultimate sentence of Section 2.12(e)Lender hereunder or under the Note, the sum amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in the Note or this Agreement. Whenever any Tax is paid by the amount necessary so that after making all required deductions such Lender Borrowers, as promptly as possible thereafter, the Borrowers shall receive an amount equal send to the sum it would have Lender a certified copy of any original official receipt received had no such deductions been made, (ii) by the Borrower shall make all required deductions and (iii) Borrowers showing payment thereof. If the Borrower shall Borrowers fail to pay the full amount deducted any Taxes when due to the relevant appropriate taxing authority authority, the Borrowers shall indemnify the Lender for any incremental taxes, interest or other Governmental Authority in accordance with applicable law. For penalties that may become payable by the avoidance Lender as a result of doubt, for purposes of this Section 2.12, “applicable law” includes FATCAany such failure.

Taxes on Payments. (a) Except as otherwise expressly provided in this Section 2.12, all All payments made by the Borrower under this Agreement or any and the other Credit Document Documents shall be made free and clear of, and without deduction foror withholding for or on account of, any and all present or future federalincome, statestamp, local documentary or other taxes, any duties, or any other levies, imposts, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (except net income taxes and foreign franchise taxes in lieu of net income taxes imposed on Lender by its jurisdiction of incorporation) (all such non-excluded taxes, duties, levies, imposts, duties, deductionscharges, fees, assessments, withholdings, or other charges of whatever nature deductions and all interest, penalties and other liabilities with respect thereto, including withholding taxes imposed by any jurisdiction or any political subdivision thereof, but excluding (i) taxes imposed on a Lender’s overall net income and franchise taxes imposed on such Lender, in each case, by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision thereof and (ii) any taxes imposed on any withholdings being hereinafter called “withholdable payment” payable to such recipient as a result of the failure of such recipient to satisfy the applicable requirements of FATCA (all such nonexcluded taxes, levies, imposts, duties, deductions, fees, assessments, withholdings, or other charges of whatever nature and all interest, penalties and other liabilities being referred to herein as “Indemnifiable Taxes”). If Indemnifiable any Taxes are imposed in respect of required to be withheld from any sum amounts payable to Lender hereunder to any Lender, then (i) subject to or under the penultimate sentence of Section 2.12(e)other Credit Documents, the sum amounts so payable to Lender shall be increased by the amount necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no extent necessary to yield to Lender (after payment of all Taxes) interest or any such deductions been madeother amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Credit Documents. Whenever any Taxes are payable by Borrower, (ii) the as promptly as possible thereafter, Borrower shall make all required deductions and (iii) the send to Lender a certified copy of an original official receipt received by Borrower shall showing payment thereof. If Borrower fails to pay the full amount deducted any Taxes when due to the relevant appropriate taxing authority or fails to remit to Lender the required receipts or other Governmental Authority in accordance with applicable lawrequired documentary evidence, Borrower shall indemnify Lender for any taxes, interest or penalties that may become payable by Lender as a result of any such failure. For The obligations of Borrower under this Section 2.5 shall survive the avoidance payment and performance of doubt, for purposes the Obligations and the termination of this Section 2.12, “applicable law” includes FATCAAgreement.

Taxes on Payments. (a) Except as otherwise expressly provided in this Section 2.122.13, any and all payments by the Borrower Borrowers in respect of principal or interest on any Loan, fee, or other Obligation or other amount due to any Lender under this Agreement or any other Credit Document shall be made free and clear of, and without deduction for, any and all present or future United States federal, state, state or local and foreign taxes, levies, imposts, duties, deductions, fees, assessments, charges or withholdings, or other charges of whatever nature and all interest, penalties and other liabilities with respect thereto, including withholding taxes imposed by the United States, any jurisdiction under the laws of which any Borrower is organized, and other jurisdiction or any political subdivision thereof, but excluding (i) net income taxes and franchise taxes in lieu of net income taxes imposed on a Lender’s overall net income and franchise taxes imposed on such Lender, in each case, by the jurisdiction of such Lender’s Applicable Lending Office Administrative Agent or any political subdivision thereof and (ii) any taxes imposed on any “withholdable payment” payable to such recipient as a result of the failure of such recipient to satisfy the applicable requirements of FATCA Lender (all such nonexcluded taxes, levies, imposts, duties, deductions, feescharges, assessments, withholdings, or other charges of whatever nature withholdings and all interest, penalties and other liabilities being referred to herein as “Indemnifiable Taxes”). If Indemnifiable the Borrowers shall be required by law to deduct any Taxes are imposed from or in respect of any sum payable hereunder to any Lender, then (i) subject to the penultimate last sentence of Section 2.12(e2.13(f), the sum payable shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.13) such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower Borrowers shall make all required deductions and (iii) the Borrower Borrowers shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable law. For . (b) In addition, the avoidance Borrowers agree to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Credit Document (hereinafter referred to as “Other Taxes”). (c) Subject to the last sentence of doubtSection 2.13(f), the Borrowers will indemnify the Administrative Agent and each Lender for purposes the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.122.13) paid by such Lender, “and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. Such indemnification shall be made within 30 days following the date such Lender makes written demand therefor accompanied by documentation evidencing payment of such Taxes or Other Taxes. (d) Within 30 days after the date of any payment of Taxes or Other Taxes withheld hereunder (and, with respect to any Taxes or Other Taxes not so withheld, to the extent available), the Borrowers will furnish to the Administrative Agent, at its address set forth in Section 8.01, the original or a certified copy of a receipt evidencing payment thereof. (e) Without prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in this Section 2.13 shall survive the payment in full of all principal, interest and other Obligations hereunder and the termination of all Commitments hereunder; provided, that the Borrowers shall have no obligation to make any payment under Section 2.13(a), (b) or (c) on account of any Taxes unless the Borrowers receive notice of such Tax within six months after the date that the applicable law” includes FATCALender became aware of such Tax. (f) Each Lender that is organized under the laws of a jurisdiction outside the United States of America agrees that if and to the extent it is legally able to do so, it shall deliver to the Borrowers and the Administrative Agent, on or before the first date of any payment by the Borrowers hereunder, such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto, including Internal Revenue Service Form W-8BEN or W-8ECI (as applicable to it) and any other certificate or statement or exemption required by Treasury Regulation section 1.1441-1(a) or section 1.1441-6(c) or any subsequent version thereof, properly completed and duly executed by such Lender establishing that such payment is (i) not subject to withholding under the Internal Revenue Code because such payment is effectively connected with the conduct by such Lender of a trade or business in the United States of America or (ii) totally exempt from United States withholding tax under a provision of an applicable tax treaty. Each Lender that has delivered such certificate or form shall, upon such certificate or form’s obsolescence, expiration or invalidity or upon the Borrowers’ reasonable request, replace or update such certificate or form as necessary. Within 30 days after the reasonable request of the Borrowers or the Administrative Agent, each Lender that is not a foreign Lender shall deliver to the Borrowers and the Administrative Agent one or more Internal Revenue Service Form W-9. Each Lender shall promptly notify the Borrowers and the Administrative Agent upon the obsolescence, expiration or invalidity of any form previously delivered by such Lender pursuant to this paragraph. A Lender shall not be entitled to any additional amounts under Section 2.13(a) or to any indemnification under Section 2.13(c) with respect to any Tax (y) that is in effect and would apply to amounts payable (i) to an initial Lender as of the Restatement Effective Date, (ii) to a Lender at the time such Lender becomes a party to this Agreement by assignment or (iii) to a Lender that designates a new Applicable Lending Office at any time after the Restatement Effective Date, except to the extent that (I) in the case of a Lender who becomes a Lender by assignment (regardless of whether such assignment is from a Lender under clause (i) or (ii) above), the assignor of such Lender at the time of assignment, or (II) in the case of a designation of a new Applicable Lending Office, such Lender immediately prior to such designation, would have been entitled to receive additional amounts or indemnity from the Borrowers with respect to any Tax pursuant to Section 2.13(a) or

Taxes on Payments. (a) Except as otherwise expressly provided in this Section 2.12, all payments by the Borrower under this Agreement or any other Credit Document shall be made free and clear of, and without deduction for, any and all present or future federal, state, local and foreign taxes, levies, imposts, duties, deductions, fees, assessments, withholdings, or other charges of whatever nature imposed by any Governmental Authority and all interest, penalties and other liabilities with respect thereto, including withholding taxes imposed by any jurisdiction or any political subdivision thereof, but excluding (i) taxes imposed on a Lender’s overall net income and franchise taxes imposed on such Lender, in each case, by the jurisdiction under the laws of which such Lender is organized or in which such Lender’s principal office or Applicable Lending Office is located or any political subdivision thereof and (ii) any taxes the branch profits tax imposed on any “withholdable payment” payable to such recipient as a result under section 884 of the failure of such recipient to satisfy the applicable requirements of FATCA IRC (all such nonexcluded taxes, levies, imposts, duties, deductions, fees, assessments, withholdings, or other charges of whatever nature imposed by any Governmental Authority and all interest, penalties and other liabilities being referred to herein as “Indemnifiable Taxes”). If Indemnifiable Taxes are imposed in respect of any sum payable hereunder to any Lender, then (i) subject to the penultimate sentence of Section 2.12(e), the sum payable shall be increased by the amount necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make all required deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable law. For In addition, the avoidance Borrower agrees to pay any present or future stamp or documentary taxes and any excise, transfer, sales and use, value added or property taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Credit Document (hereinafter referred to as “Other Taxes”). (b) Subject to the penultimate sentence of doubtSection 2.12(e), the Borrower will indemnify the Administrative Agent and each Lender for purposes the full amount of all Indemnifiable Taxes and Other Taxes (including any Indemnifiable Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.12) paid by such Lender, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Indemnifiable Taxes or Other Taxes were correctly or legally asserted. Such indemnification shall be made within 30 days following the date the Administrative Agent or such Lender makes written demand therefor. (c) Within 30 days after the date of any payment of Indemnifiable Taxes or Other Taxes, the Borrower will furnish to the Administrative Agent, at the Administrative Agent’s Office, the original or a certified copy of a receipt evidencing payment thereof (in the case of Taxes that have been paid), a copy of a Tax Return reporting such payment (in the case of accrued but unpaid Taxes) or other evidence of such payment reasonably satisfactory to the Administrative Agent. (d) Without prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in this Section 2.12 shall survive the payment in full of principal, interest and all other Obligations hereunder. (e) On or prior to the date of the initial Loans or, if such date does not occur within thirty (30) days after the date of this Agreement, by the end of such 30-day period, (I) each Lender which is not organized under the laws of the United States of America or a state thereof shall deliver to the Borrower and the Administrative Agent (A) two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI (or successor applicable form), as the case may be, certifying in each case that such Lender is entitled to receive payments of interest under this Agreement without deduction or withholding of any United States federal income taxes, or (B) if the Lender cannot deliver either United States Internal Revenue Service Form W-8BEN or Form W-8ECI (with respect to a complete exemption under an income tax treaty) pursuant to clause (A) above and is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code (any such lender, a “Non-Bank Lender”), (x) a certificate substantially in the form of Exhibit H (any such certificate, a “Non-Bank Certificate”) and (y) two accurate and complete original signed copies of United States Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from deduction or withholding of United States federal income tax with respect to payments of interest to be made under this Agreement, and (II) each Lender shall deliver such other documentation as prescribed by applicable law and 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 is subject to backup withholding or information reporting requirements. Each such Lender further agrees thereafter (i) promptly to notify the Borrower and the Administrative Agent of any change of circumstances which would prevent such Lender from receiving payments hereunder without any deduction or withholding of United States federal income taxes and (ii) if such Lender has not so notified the Borrower and the Administrative Agent of any change of circumstances which would prevent such Lender from receiving payments hereunder without any deduction or withholding of United States federal income taxes, then on or before the date that any certificate or other form delivered by such Lender under this Section 2.12(e) expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent such certificate or form previously delivered by such Lender, to deliver to the Borrower and the Administrative Agent a new certificate or form, certifying that such Lender is entitled to receive payments under this Agreement without deduction of United States federal income taxes, but only if and to the extent such Lender is legally entitled to do so. If a Lender (other than an assignee pursuant to a request by the Borrower under Section 2.15) fails to provide to the Borrower or the Administrative Agent pursuant to this Section 2.12(e) (or, in the case of an Assignee Lender, Section 8.05(c)) any certificates or other evidence required by such provision to establish that such Lender is, at the time it becomes a Lender hereunder, entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, such Lender shall not be entitled to any indemnification under Section 2.12(a) or Section 2.12(b) for any such Taxes imposed on such Lender as a result of such failure, except to the extent that the assignor to such Lender (if any) was entitled, at the time such Lender became a Lender by assignment hereunder, to receive additional amounts from the Borrower with respect to such Tax pursuant to Section 2.12(a) or Section 2.12(b). Notwithstanding anything to the contrary contained in this Section 2.12, “the Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 2.12(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes after the Closing Date in any applicable law” includes FATCA, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (f) Any Lender claiming any additional amounts in respect of Indemnifiable Taxes payable pursuant to this Section 2.12 shall use reasonable efforts (consistent with legal and regulatory restrictions and such Lender’s internal policies) to file any certificate or document reasonably requested by the Borrower, if the making of such a filing would avoid the need for or reduce the amount of any such Indemnifiable Taxes attributable to the Loans and would not, in the sole determination of such Lender, result in any unreimbursed loss, cost or expense or otherwise be disadvantageous to such Lender. (g) If the Administrative Agent or a Lender determines, in its sole discretion that it has received a refund of any Indemnifiable Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.12, for the taxable year with respect to which such indemnification or additional amounts are paid, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.12 with respect to the Indemnifiable Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses and Taxes of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. (h) Nothing contained in this Section 2.12 shall require the Administrative Agent or any Lender to make available any of its Tax Returns or any other information that it deems to be confidential or proprietary.

Taxes on Payments. (a) Except as otherwise expressly provided in this Section 2.12, all payments made by the Borrower to the Lenders or the Administrative Agent under this Agreement or any other Credit Document shall be made free and clear of, and without deduction for, any and all present or future federalTaxes, state, local and foreign taxes, levies, imposts, duties, deductions, fees, assessments, withholdings, or other charges of whatever nature and all interest, penalties and other liabilities with respect thereto, including withholding taxes imposed by any jurisdiction or any political subdivision thereof, but excluding (i) taxes imposed on a Lender’s overall net income and franchise taxes imposed on such Lender, in each case, by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision thereof and (ii) any taxes imposed on any “withholdable payment” payable to such recipient as a result of the failure of such recipient to satisfy the applicable requirements of FATCA than Excluded Taxes (all such nonexcluded taxes, levies, imposts, duties, deductions, fees, assessments, withholdings, or other charges of whatever nature and all interest, penalties and other liabilities taxes being referred to herein as “Indemnifiable Taxes”). If Indemnifiable Taxes are imposed in respect of any sum payable hereunder to any LenderLender or the Administrative Agent, then (i) subject to the penultimate sentence of Section 2.12(e), with respect to any Indemnifiable Taxes the sum payable shall be increased by the amount necessary so that after making all required deductions in respect of such Indemnifiable Taxes (including any Indemnifiable Taxes imposed by any jurisdiction on amounts payable under this Section 2.12), such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make all such required deductions with respect to such sum and (iii) the Borrower shall pay the full amount deducted with respect to such Taxes to the relevant taxing authority or other Governmental Authority in accordance with applicable law. For In addition, the avoidance Borrower agrees to pay any present or future stamp or documentary taxes and any excise or property taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery or registration of doubtthis Agreement or any other Credit Document (hereinafter referred to as “Other Taxes”). (b) Subject to the penultimate sentence of Section 2.12(e), the Borrower agrees to indemnify the Administrative Agent and each Lender for the full amount of all Indemnifiable Taxes and Other Taxes (including any Indemnifiable Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.12(b)) paid by the Administrative Agent or such Lender, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Indemnifiable Taxes or Other Taxes were correctly or legally asserted. Such indemnification shall be made within 30 days following the date the Borrower receives from the Administrative Agent or such Lender a written demand therefor setting forth the basis for such indemnification (which written demand shall be made within sixty (60) days of the date the Administrative Agent or such Lender receives written demand for payment of any Indemnified Taxes or Other Taxes from the relevant Governmental Authority, provided, however, that a failure to provide such written demand shall not be a condition to, and shall not constitute a waiver of, the Administrative Agent or such Lender’s right to be indemnified hereunder). (c) Within 30 days after the date of any payment of any Taxes paid or withheld by Borrower under this Section 2.12, the Borrower will furnish to the Administrative Agent, at the Administrative Agent’s Office, the original or a certified copy of a receipt evidencing payment thereof, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. (d) Without prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in this Section 2.12 shall survive the payment in full of principal, interest and all other Obligations hereunder. (e) On or prior to the date of the initial Loans or, if such date does not occur within 30 days after the date such Lender becomes a party to this Agreement, by the end of such 30-day period and with respect to an Assignee Lender prior to or on the date such Assignee Lender becomes a party to this Agreement, (I) each Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the IRC (a “Non-U.S. Lender”) shall deliver to the Borrower and the Administrative Agent (A) two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI (or successor applicable form), as the case may be, certifying in each case that such Non-U.S. Lender is entitled to receive payments of interest under this Agreement without deduction, withholding or backup withholding of any United States federal income taxes, or (B) if such Non-U.S Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRC and cannot deliver either United States Internal Revenue Service Form W-8BEN or Form W-8ECI (with respect to a complete exemption under an income tax treaty) pursuant to clause (A) above (any such lender, a “Non-Bank Lender”), (x) a certificate substantially in the form of Exhibit K (any such certificate, a “Non-Bank Certificate”) and (y) two accurate and properly completed original signed copies of United States Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Non-U.S. Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement, (II) each Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the IRC and has not established its exemption from U.S. federal income tax withholding to the reasonable satisfaction of the Borrower, shall deliver to the Borrower and the Administrative Agent two properly completed and duly executed copies of United States Internal Revenue Service Form W-9 and (III) each Non-U.S. Lender that is not a beneficial owner shall deliver to the Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8IMY accompanied by Form W-8ECI, Form W-8BEN, a Non-Bank Certificate, Form W-9 and/or other required certification documents from each beneficial owner, as applicable. Each such Lender further agrees (i) promptly to notify the Borrower and the Administrative Agent of any change of circumstances which would prevent such Lender from receiving payments hereunder without any deduction, withholding or backup withholding of Indemnifiable Taxes and (ii) if such Lender has not so notified the Borrower and the Administrative Agent of any change of circumstances which would prevent such Lender from receiving payments hereunder without any deduction, withholding or backup withholding of Indemnifiable Taxes, then on or before the date that any certificate or other form delivered by such Lender under this Section 2.12(e) and Section 2.12(f) expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent such certificate or form previously delivered by such Lender, to deliver to the Borrower and the Administrative Agent a new certificate or form, certifying that such Lender is entitled to receive payments under this Agreement without deduction, withholding or backup withholding of Indemnifiable Taxes. Notwithstanding the foregoing, no Lender shall be required to provide the forms and certifications described in this Section 2.12(e) unless such Lender is legally entitled to do so. If a Lender (other than an assignee pursuant to a request by the Borrower under Section 2.15) fails to comply with this Section 2.12(e) (or, in the case of an Assignee Lender, Section 8.05(c)) by failing to provide the certificates or other evidence required by the applicable provision to establish that such Lender is, at the time it becomes a Lender hereunder or after the expiration, obsolescence or an event requiring a change in the most recent such certificate or form delivered by such Lender, entitled to receive payments under this Agreement without deduction, withholding or backup withholding of any United States federal income taxes, such Lender shall not be entitled to any indemnification under Section 2.12(a) or Section 2.12(b) for any such taxes imposed on such Lender as a result of such failure. Notwithstanding the foregoing sentence, the Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 2.12(a) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes after the Closing Date, or with respect to an Assignee Lender the date such Lender becomes a party to this Agreement, in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting, withholding, or backup withholding of income or similar taxes. (f) If a payment made to or on behalf of a Lender hereunder or under any other Credit Document would be subject to United States withholding Tax imposed by FATCA if such Lender fails to comply with the applicable reporting and other requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the IRC, as applicable) unless such Lender determines that it will not comply, such Lender shall use commercially reasonable efforts to deliver to the Borrower and the Administrative Agent, at the time or times prescribed by applicable law or as reasonably requested by the Borrower or the Administrative Agent, (A) two accurate, complete and signed certifications prescribed by applicable law and/or reasonably satisfactory to the Borrower and the Administrative Agent that establish that such payment is exempt from United States withholding Tax imposed by FATCA and (B) any other documentation reasonably requested by the Borrower or the Administrative Agent sufficient for the Borrower and Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such applicable reporting and other requirements of FATCA. Solely for purposes of this Section 2.122.12 (f), “applicable lawFATCA” includes FATCAshall include any amendments made to FATCA after the date of this Agreement.

Taxes on Payments. (a) Except as otherwise expressly provided in this Section 2.12, all All payments by the Borrower made under this ----------------- Agreement or any other Credit Document shall to an Affected Party shall, to the extent allowed by law, be made free and clear of, and without deduction forreduction for or on account of, any and all present or future federal, state, local and foreign taxes, levies, imposts, duties, deductionscharges, fees, assessments, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any governmental authority (hereinafter "Taxes"), excluding (A) franchise taxes (in ----- lieu of income taxes) or any other tax upon or measured by the overall net income of such Affected Party and (B) any Taxes that would not have been imposed but for the failure of such Affected Party to provide and keep current to the extent permitted by law any certification or other charges documentation required to qualify for an exemption therefrom or reduction in rate thereof or required by this Agreement to be furnished by such Affected Party (all such excluded Taxes hereinafter "Excluded Taxes"). In the event that any withholding or deduction -------------- from any payment made hereunder is required in respect of whatever nature and all interest, penalties and any Taxes (other liabilities with respect thereto, including withholding taxes imposed by any jurisdiction or any political subdivision thereof, but excluding than Excluded Taxes) then the Servicer shall: (i) taxes imposed on a Lender’s overall net income and franchise taxes imposed on such Lender, in each case, by cause the jurisdiction of such Lender’s Applicable Lending Office Issuer to pay directly to the relevant authority the full amount required to be so withheld or any political subdivision thereof and deducted; (ii) any taxes imposed on any “withholdable payment” payable promptly forward to the Funding Agent an official receipt or other documentation satisfactory to the Funding Agent evidencing such payment to such authority; and (iii) pay to the recipient such additional amount or amounts as is necessary to ensure that the net amount actually received by the recipient will equal the full amount such recipient would have received has not such withholding or deduction been required. Moreover, if any Taxes (other than Excluded Taxes) are directly asserted against any recipient with respect to any payment received by such recipient hereunder, the recipient may pay such Taxes (other than Excluded Taxes) and the Issuer will promptly pay such additional amounts (including any penalties, interests or expenses) as shall be necessary in order that the net amount received by the recipient after the payment of such Taxes (including Taxes on such additional amount) shall equal the amount of such recipient would have received has such Taxes not been asserted. If the Issuer fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the recipient the required receipts or other required documentary evidence, the Issuer shall cause the Issuer to indemnify the recipient for any incremental Taxes, interest, or penalties that may become payable by any recipient as a result of the failure such failure. Any amounts payable under this Section 5.02 shall constitute Variable Funding Increased Cost Amounts (upon ------------ notice of such recipient to satisfy the applicable requirements of FATCA (all such nonexcluded taxes, levies, imposts, duties, deductions, fees, assessments, withholdings, or other charges of whatever nature and all interest, penalties and other liabilities being referred to herein as “Indemnifiable Taxes”). If Indemnifiable Taxes are imposed in respect of any sum payable hereunder to any Lender, then (i) subject loss given to the penultimate sentence of Section 2.12(e), Servicer by the sum payable party suffering such loss) and shall be increased by payable as provided in the amount necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, Indenture. (iib) the Borrower shall make all required deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority The agreements in accordance with applicable law. For the avoidance of doubt, for purposes of this Section 2.12, “applicable law” includes FATCA5.02 shall survive the termination of ------------ this Agreement and the payment of all amounts payable hereunder.

Taxes on Payments. (a) Except as otherwise expressly provided in this Section 2.122.13, any and all payments by the Borrower in respect of principal or interest on any Loan, fee, or other Obligation or other amount due to any Lender under this Agreement or any other Credit Document shall be made free and clear of, and without deduction for, any and all present or future United States federal, state, state or local and foreign taxes, levies, imposts, duties, deductions, fees, assessments, charges or withholdings, or other charges of whatever nature and all interest, penalties and other liabilities with respect thereto, including withholding taxes imposed by the United States, any jurisdiction under the laws of which the Borrower is organized, and other jurisdiction or any political subdivision thereof, but excluding (i) taxes imposed on a such Lender’s overall net income and franchise taxes imposed on such Lender, in each case, Lender by the United States or the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision thereof and (ii) any branch profits taxes imposed on any “withholdable payment” payable to such recipient as a result of Lender by the failure United States or by the jurisdiction of such recipient to satisfy the applicable requirements of FATCA Lender’s Applicable Lending Office or any political subdivision thereof (all such nonexcluded taxes, levies, imposts, duties, deductions, feescharges, assessments, withholdings, or other charges of whatever nature withholdings and all interest, penalties and other liabilities being referred to herein as “Indemnifiable Taxes”). If Indemnifiable the Borrower shall be required by law to deduct any Taxes are imposed from or in respect of any sum payable hereunder to any Lender, then (i) subject to the penultimate last sentence of Section 2.12(e2.13(f), the sum payable shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.13) such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make all required deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable law. For . (b) In addition, the avoidance Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Credit Document (hereinafter referred to as “Other Taxes”). (c) Subject to the last sentence of doubtSection 2.13(f), the Borrower will indemnify the Administrative Agent and each Lender for purposes the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.122.13) paid by such Lender, “and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. Such indemnification shall be made within 30 days following the date such Lender makes written demand therefor accompanied by documentation evidencing payment of such Taxes or Other Taxes. (d) Within 30 days after the date of any payment of Taxes or Other Taxes withheld hereunder (and, with respect to any Taxes or Other Taxes not so withheld, to the extent available), the Borrower will furnish to the Administrative Agent, at its address set forth in Section 8.01, the original or a certified copy of a receipt evidencing payment thereof. (e) Without prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in this Section 2.13 shall survive the payment in full of principal, interest and all other Obligations hereunder. (f) Each Lender that is organized under the laws of a jurisdiction outside the United States of America agrees that if and to the extent it is legally able to do so, it shall deliver to the Borrower and the Administrative Agent, on or before the first date of any payment by the Borrower hereunder, such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto, including Internal Revenue Service Form W-8BEN or W-8ECI (as applicable law” includes FATCAto it) and any other certificate or statement or exemption required by Treasury Regulation section 1.1441-1(a) or section 1.1441-6(c) or any subsequent version thereof, properly completed and duly executed by such Lender establishing that such payment is (i) not subject to withholding under the Internal Revenue Code because such payment is effectively connected with the conduct by such Lender of a trade or business in the United States of America or (ii) totally exempt from United States withholding tax or subject to a reduced rate of such tax under a provision of an applicable tax treaty. Each Lender that has delivered such certificate or form shall, upon such certificate or form’s obsolescence, expiration or invalidity or upon the Borrower’s reasonable request, replace or update such certificate or form as necessary. Within 30 days after the reasonable request of the Borrower or the Administrative Agent, each Lender that is not a foreign Lender shall deliver to the Borrower and the Administrative Agent one or more Internal Revenue Service Forms W-9. Each Lender shall promptly notify the Borrower and the Administrative Agent upon the obsolescence, expiration or invalidity of any form previously delivered by such Lender pursuant to this paragraph. A Lender shall not be entitled to any additional amounts under Section 2.13(a) or to any indemnification under Section 2.13(c) with respect to any Tax (x) that is in effect and would apply to amounts payable to such Lender at the time such Lender becomes a party to this Agreement by assignment or designates a new Applicable Lending Office, except to the extent that a. in the case of a Lender who becomes a Lender by assignment, the assignor of such Lender at the time of assignment, or b. in the case of a designation of a new Applicable Lending Office, such Lender immediately prior to such designation, would have been entitled to receive additional amounts or indemnity from the Borrower with respect to any withholding tax pursuant to Section 2.13(a) or Section 2.13(c), (y) that is attributable to such Lender’s failure to comply with this Section 2.13(f) or Section 2.13(g) or (z) has already been reimbursed to such Lender pursuant to the terms of Section 2.12(c). (g) Each Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax or other 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 any payments under this Agreement shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by applicable law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or other Tax or at a reduced rate, provided that such Lender is legally entitled to complete, execute and deliver such documentation and, in such Lender’s sole judgment, such completion, execution or delivery would not materially prejudice the legal position of such Lender or be contrary to its internal policies. (h) Any Lender claiming any additional amounts in respect of Taxes payable pursuant to this Section 2.13 shall use reasonable efforts (consistent with legal and regulatory restrictions and such Lender’s internal policies) to file any certificate or document requested by the Borrower or to change its Applicable Lending Office to another of its offices, branches or Affiliates, if the making of such a filing or change of Applicable Lending Office would avoid the need for or reduce the amount of any such Taxes attributable to the Loans and would not, in the sole determination of such Lender, result in any unreimbursed loss, cost or expense or otherwise be disadvantageous to such Lender. (i) Nothing contained in this Section 2.13 shall require any Lender or the Administrative Agent to make available any of its tax returns or any other information that it deems to be confidential or proprietary.