Common use of Taxes on Payments Clause in Contracts

Taxes on Payments. (a) All payments made by Borrower under this Agreement and the other Credit Documents shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (except net income taxes and franchise taxes in lieu of net income taxes imposed on Agent or Bank as a result of a present or former connection between the jurisdiction of the Governmental Authority imposing such tax on Agent or such Bank, excluding a connection arising solely from Agent or such Bank having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the other Credit Documents) (all such non-excluded taxes, levies, imposts, duties, charges, fees, deductions and withholdings being hereinafter called "TAXES"). If any Taxes are required to be withheld from any amounts payable to Agent or any Bank hereunder or under the other Credit Documents, the amounts so payable to Agent or such Bank shall be increased to the extent necessary to yield to Agent or such Bank (after payment of all Taxes) interest or any such other 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, as promptly as possible thereafter, Borrower shall send to Agent for its own account or for the account of such Bank, as the case may be, a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to Agent the required receipts or other required documentary evidence, Borrower shall indemnify Agent and the Banks for any incremental taxes, interest or penalties that may become payable by Agent or any Bank as a result of any such failure. The obligations of Borrower under this SUBPARAGRAPH 2.10 (a) shall survive the payment and performance of the Obligations and the termination of this Agreement.

Taxes on Payments. (a) All payments made by the Borrower under this Agreement and the other Credit Documents shall be made free and clear of, and without deduction or withholding reduction for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by the United States of America (or by any Governmental Authority (except net income taxes and franchise taxes in lieu of net income taxes imposed on Agent political subdivision or Bank taxing authority thereof or therein) as a result of a present (i) the introduction after the date hereof of any law, regulation, treaty, directive or former connection between guideline (whether or not having the jurisdiction force of the Governmental Authority imposing such tax on Agent or such Bank, excluding a connection arising solely from Agent or such Bank having executed, delivered or performed its obligations or received a payment underlaw), or enforced(ii) any change after the date hereof in any law, this Agreement regulation, treaty, directive or guideline (whether or not having the other Credit Documentsforce of law), or (iii) any change after the date hereof in the interpretation or application of any law, regulation, treaty, directive or guideline (all whether or not having the force of law) or (iv) any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions and or withholdings being hereinafter called "TAXES"imposed, levied, collected, withheld or assessed at a greater rate than the rate that would have been applicable had such an introduction or change not been made, but only to the extent of the increase in such rate (“Withholding Taxes”). If any Withholding Taxes are required to be withheld from any amounts payable to Agent or for the account of any Bank hereunder or under the other Credit Documentshereunder, the amounts so payable to Agent or for the account of such Bank shall be increased to the extent necessary to yield to Agent or such Bank (after payment of all Withholding Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in payable to or for the account of such Bank under this Agreement and the other Credit Documentsprior to such introduction or change. Whenever any Taxes are Withholding Tax is payable by the Borrower, as promptly as possible thereafter, the Borrower shall send to Agent for its own account or the Administrative Agent, for the account of such Bank, as the case may be, a certified copy of an original official receipt received by Borrower showing payment thereof. If the Borrower fails to pay any Withholding Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent for the account of any Bank the required receipts or other required documentary evidence, the Borrower shall indemnify such Bank or the Administrative Agent and the Banks for any incremental taxes, interest or penalties that may become payable by such Bank or the Administrative Agent or any Bank as a result of any such failure. The obligations of Borrower under this SUBPARAGRAPH 2.10. (ab) shall survive At least four Business Days prior to the payment and performance first Borrowing or, if the first Borrowing does not occur within thirty days after the date of the Obligations and the termination execution of this Agreement, by the end of such thirty day period, each Bank that is organized outside the United States agrees that it will deliver to the Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W8-BEN (or such other documentation or information as may, under applicable United States federal income tax statutes or regulations, be required in order to claim an exemption or reduction from United States income tax withholding by reason of an applicable treaty with the United States, such documentation or other information being hereafter referred to as “Form W8-BEN”) or W8-ECI (or such other documentation or information as may, under applicable United States federal income tax statutes or regulations, be required in order to claim an exemption from United States income tax withholding for income that is effectively connected with the conduct of a trade or business within the United States, such documentation or other information being hereafter referred to as “Form W8-ECI”), as the case may be, indicating in each case that such Bank is either entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes or, as the case may be, is subject to such limited deduction or withholding as it is capable of recovering in full from a source other than the Borrower. Each Bank which delivers to the Borrower and the Administrative Agent a Form W8-BEN or W8-ECI pursuant to the next preceding sentence further undertakes to deliver to the Borrower and the Administrative Agent two further copies of the said Form W8-BEN or W8-ECI, or successor applicable form or certificate, as the case may be, as and when the previous form filed by it hereunder shall expire or shall become incomplete or inaccurate in any respect, unless in any of such cases an event has occurred prior to the date on which any such delivery would otherwise be required which renders such form inapplicable. (c) If at any time any Bank by reason of payment by the Borrower of any Withholding Taxes obtains a credit against, or return or reduction of, any tax payable by it, or any other currently realized tax benefit, which it would not have enjoyed but for such payment (“Tax Benefit”), such Bank shall thereupon pay to the Borrower the amount which such Bank shall certify to be the amount that, after payment, will leave such Bank in the same economic position it would have been in had it received no such Tax Benefit (“Equalization Amount”); provided that (1) if such Bank shall subsequently determine that it has lost the benefit of all or a portion of such Tax Benefit, the Borrower shall promptly remit to such Bank the amount certified by such Bank to be the amount necessary to restore such Bank to the position it would have been in if no payment had been made pursuant to this Section 2.15(c); (2) if such Bank shall be prevented by applicable law from paying the Borrower all or any portion of the Equalization Amount owing to the Borrower such payment need not be made to the extent such Bank is so prevented and the amount not paid shall be credited to the extent lawful against future payment owing to such Bank; and (3) the aggregate of all Equalization Amounts paid by any Bank shall in no event exceed the aggregate of all amounts paid by the Borrower to such Bank in respect of Withholding Taxes plus, in the case of a Tax Benefit that occurs by reason of a refund, interest actually received from the relevant taxing authority with respect to such refund. A certificate submitted in good faith by the Bank pursuant to this Section 2.15(c) shall be deemed conclusive absent manifest error. (d) In the event a Bank shall become aware that the Borrower is required to pay any additional amount to it pursuant to Section 2.15(a), such Bank shall promptly notify the Administrative Agent and the Borrower of such fact and shall use reasonable efforts, consistent with legal and regulatory restrictions, to change the jurisdiction of its Applicable Lending Office if the making of such change (i) would avoid the need for or reduce the amount of any such additional amounts that may thereafter accrue, (ii) would not, in the good faith determination of such Bank, be disadvantageous for regulatory or competitive reasons to such Bank and (iii) would not require such Bank to incur any cost or forego any economic advantage for which the Borrower shall not have agreed to reimburse and indemnify such Bank. (e) Notwithstanding the foregoing provisions of this Section 2.15, in the event any Bank makes an assignment of, or grants a participation in, an Advance or Special Rate Loan or its Commitment pursuant to Section 8.07, the Borrower shall not be obligated to pay any taxes, imposts, duties, charges, fees, deductions or withholdings to the extent that the aggregate amount thereof exceeds the aggregate amount for which the Borrower would have been obligated (determined, in the case of an assignment, on the basis of laws and regulations in effect at the time of such assignment) if such Bank had not made such assignment or granted such participation.

Taxes on Payments. (ai) All payments made by Borrower under this Agreement and the other Credit Documents Supplement shall be made free and clear of, and without deduction or withholding reduction for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (except net Authority, excluding, in the case of the Deal Agent and each Purchaser, income taxes and franchise taxes in lieu of net income taxes imposed on Agent or Bank as a result of a present or former connection between the jurisdiction of the Governmental Authority imposing such tax on Deal Agent or such Bank, excluding Purchaser (other than such income and franchise taxes imposed by a connection arising jurisdiction other than the United States or a subdivision thereof solely from Agent or by reason of the location of the Equipment in such Bank having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the other Credit Documentsjurisdiction) (all such non-excluded taxes, levies, imposts, duties, charges, fees, deductions and withholdings taxes being hereinafter called "TAXESTaxes"). If any Taxes are required to be withheld from any amounts payable to the Deal Agent or any Bank hereunder or under the other Credit DocumentsPurchaser hereunder, the amounts so payable to the Deal Agent or such Bank Purchaser shall be increased to the extent necessary to yield to the Deal Agent or such Bank Purchaser (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Credit DocumentsSupplement. Whenever any Taxes are payable by Borrowerthe Transferor, as promptly as possible thereafter, Borrower the Transferor shall send to the Deal Agent for its own account or for the account of such BankPurchaser, as the case may be, a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Taxes when due to the appropriate taxing authority or Transferor fails to remit to the Deal Agent the required receipts or other required documentary evidence, Borrower the Transferor shall indemnify the Deal Agent and the Banks Purchasers for any incremental taxes, interest or penalties that may become payable by the Deal Agent or any Bank Purchaser as a result of any such failure. The obligations . (ii) Each Purchaser agrees that prior to the Closing Date (or if such Purchaser is not an Initial Purchaser, prior to or at the time such Purchaser becomes a "Purchaser" hereunder) it will deliver to the Transferor and the Deal Agent (A) either (1) a statement that it is incorporated under the laws of Borrower the United States of America or a state thereof or, (2) if its not so incorporated, two duly completed copies of United States Internal Revenue Service Form 1001 or 4224 or successor applicable form, as the case may be, certifying in each case that such Purchaser is entitled to receive payments under this SUBPARAGRAPH 2.10Supplement in respect of its interest in the Series 1997-1 Notes purchased hereunder, without deduction or withholding of any United States federal income taxes and (B) an Internal Revenue Service Form W-8 or W-9 or successor applicable form, as the case may be, to establish an exemption from United States backup withholding tax. Each such Purchaser which delivers to the Transferor and the Deal Agent any such Form 1001 or 4224 and Form W-8 or W-9 further undertakes to deliver to the Transferor and the Deal Agent two further copies of Form 1001 or 4224 and Form W-8 or W-9, or successor applicable forms, or other manner of certification, as the case may be, 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 it to the Transferor and the Deal Agent and such extensions or renewals thereof as may reasonably be requested by the Transferor, certifying in the case of a Form 1001 or 4224 that such Purchaser 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 all such forms inapplicable or which would prevent such Purchaser from duly completing and delivering any such form with respect to it and such Purchaser advises the Transferor that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of a Form W-8 or W-9, establishing an exemption from United States backup withholding tax. (aiii) The agreements in this Section 16(d) shall survive the payment and performance of the Obligations and the termination of this AgreementSupplement and the payment of all amounts payable hereunder. (iv) No increased amount on account of Taxes shall be payable pursuant to this Section 16(d) to any Purchaser to the extent such Taxes would not have been payable if such Purchaser had furnished a form (properly and accurately completed in all material respects) which it was otherwise required to furnish in accordance with clause (ii) of this Section 16(d). (v) Each Purchaser shall furnish the Deal Agent, and the Deal Agent shall furnish the Transferor (to the extent received from the Purchasers), with information necessary to enable the Transferor to comply with United States federal income tax information reporting requirements regarding payments of interest received by Purchasers under this Supplement.

Taxes on Payments. (a) All payments made by Borrower under this Agreement and in respect of the other Credit Documents Loans shall be made free and clear of, of and without any deduction or withholding for or on account of, of any present and future taxes, assessments or future governmental charges imposed by the United States, or any political subdivision or taxing authority thereof or therein, excluding taxes imposed on its net income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (except net income branch profit taxes and franchise taxes in lieu of net income taxes imposed on Agent or Bank as a result of a present or former connection between the jurisdiction of the Governmental Authority imposing such tax on Agent or such Bank, excluding a connection arising solely from Agent or such Bank having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the other Credit Documents) (all such non-excluded taxes, levies, imposts, duties, charges, fees, deductions and withholdings taxes being hereinafter called "TAXESTaxes"), except as expressly provided in this Section 8.04. If any Taxes are imposed and required by law to be deducted or withheld from any amounts amount payable to Agent or any Bank hereunder or under Bank, then the other Credit Documents, Borrower shall (i) increase the amounts amount of such payment so payable to Agent or that such Bank shall be increased to the extent necessary to yield to Agent or such Bank will receive a net amount (after payment deduction of all Taxes) interest or any equal to the amount due hereunder, (ii) pay such other amounts payable hereunder at Taxes to the rates or in the amounts specified in this Agreement and the other Credit Documents. Whenever any Taxes are payable by Borrower, as promptly as possible thereafter, Borrower shall send to Agent for its own account or appropriate taxing authority for the account of such Bank, and (iii) as the case may bepromptly as possible thereafter, a send such Bank evidence of original or certified copy of an original official receipt received by Borrower showing payment thereof, together with such additional documentary evidence as such Bank may from time to time require. If the Borrower fails to pay any Taxes when due to perform its obligations under (ii) or (iii) above, the appropriate taxing authority or fails to remit to Agent the required receipts or other required documentary evidence, Borrower shall indemnify Agent and the Banks such Bank for any incremental taxes, interest or penalties that may become payable by Agent or any Bank as a result of any such failure; provided, however, that the Borrower will not be required to make any payment to any Bank under this Section 8.04 if withholding is required in respect of such Bank by reason of such Bank's inability or failure to furnish under subsection (c) an extension or renewal of a Form 1001 or Form 4224 (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 Agent and each Bank 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 Bank 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 Borrower (with a copy to the 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 1001 or 4224, as appropriate, indicating that such Bank 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 Bank 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 Bank, a new Internal Revenue Service Form 1001 or 4224 (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 obligations Borrower and the Agent shall each be entitled to rely on such forms in its possession until receipt of Borrower under this SUBPARAGRAPH 2.10any revised or successor form pursuant to the preceding sentence. (ad) If a Bank 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 Bank 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 Bank 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 Bank, 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 Bank shall reasonably request to assist such Bank to recover such Taxes. (e) If the Borrower is required to pay additional amounts to or for the account of any Bank pursuant to this Section 8.04, then such Bank 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 Bank, is not otherwise disadvantageous to such Bank. (f) If any Bank is able to apply for any credit, deduction or other reduction in Taxes or Other Taxes in an amount which is reasonably determined by such Bank to be material, which arises by reason of any payment made by the Borrower pursuant to this Section 8.04, such Bank 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 Bank, 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 Bank 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 survive be construed so as to interfere with the payment and performance right of the Obligations and the termination of this Agreementsuch Bank to arrange its tax affairs as it deems appropriate.

Taxes on Payments. (a) All payments made by Borrower under this Agreement and in respect of the other Credit Documents Loans shall be made free and clear of, of and without any deduction or withholding for or on account of, of any present or and future income, stamp or other taxes, leviesassessments or governmental charges imposed by the United States, impostsor any political subdivision or taxing authority thereof or therein (“Taxes”), duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority excluding (except net income taxes and franchise taxes in lieu of net income w) taxes imposed on Agent or Bank as a result of a present or former connection between the jurisdiction of the Governmental Authority imposing such tax on Agent or such BankLender’s net income, excluding a connection arising solely from Agent or such Bank having executed(x) franchise taxes, delivered or performed its obligations or received a payment under(y) branch profits taxes, or enforced, this Agreement or the other Credit Documentsand (z) taxes imposed under FATCA (all such non-excluded taxes, levies, imposts, duties, charges, fees, deductions and withholdings taxes being hereinafter called "TAXES"“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 amounts amount payable to any Lender or Agent, then the Company shall (i) increase the amount payable so that such Lender or Agent or any Bank hereunder or under the other Credit Documents, the amounts so payable to Agent or such Bank shall be increased will receive a net amount (after deduction of all Indemnified Taxes) equal to the extent necessary amount due hereunder, (ii) pay such Indemnified Taxes to yield to Agent the appropriate taxing authority for the account of such Lender or such Bank Agent, and (after payment of all Taxesiii) interest or any such other 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, as promptly as possible thereafter, Borrower shall send to such Lender or Agent for its own account or for the account of such Bank, as the case may be, a certified copy of an original official receipt received by Borrower evidence showing payment thereof, together with such additional documentary evidence as such Lender or Agent may from time to time require. If Borrower the Company fails to pay any Taxes when due to perform its obligations under (ii) or (iii) above, the appropriate taxing authority or fails to remit to Agent the required receipts or other required documentary evidence, Borrower Company shall indemnify the Administrative Agent and/or such Lender or Agent for such Indemnified Taxes and the Banks for any incremental taxes, interest or penalties that may become payable by Agent or any Bank 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 obligations Company and the Administrative Agent shall each be entitled to rely on such forms in its possession until receipt of Borrower 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 its 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 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 shall not be obligated to disclose to the Company any information regarding its tax affairs or computations and (ii) nothing contained in this ‎Section 8.03 shall be construed so as to interfere with the right of such Lender to arrange its tax affairs as it deems appropriate. (h) If a payment made to a Lender under this SUBPARAGRAPH 2.10 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 (aincluding those contained in Section 1471(b) shall survive the payment and performance or 1472(b) of the Obligations Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the termination Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Company 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 Company or the 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 to deduct and withhold from such payment. Solely for purposes of this subsection, “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Taxes on Payments. (a) All payments made by Borrower under this Agreement in respect of the Loans and the other Letter of Credit Documents Liabilities shall be made free and clear of, of and without any deduction or withholding for or on account of, of any present or and future income, stamp or other taxes, leviesassessments or governmental charges imposed by the United States, impostsor any political subdivision or taxing authority thereof or therein (“Taxes”), duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority excluding (except net income taxes and franchise taxes in lieu of net income w) taxes imposed on Agent or Bank as a result of a present or former connection between the jurisdiction of the Governmental Authority imposing such tax on Agent or such BankLender’s net income, excluding a connection arising solely from Agent or such Bank having executed(x) franchise taxes, delivered or performed its obligations or received a payment under(y) branch profits taxes, or enforced, this Agreement or the other Credit Documentsand (z) taxes imposed under FATCA (all such non-excluded taxes, levies, imposts, duties, charges, fees, deductions and withholdings taxes being hereinafter called "TAXES"“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 amounts amount payable to any Lender or Agent, then the Company shall (i) increase the amount payable so that such Lender or Agent or any Bank hereunder or under the other Credit Documents, the amounts so payable to Agent or such Bank shall be increased will receive a net amount (after deduction of all Indemnified Taxes) equal to the extent necessary amount due hereunder, (ii) pay such Indemnified Taxes to yield to Agent the appropriate taxing authority for the account of such Lender or such Bank Agent, and (after payment of all Taxesiii) interest or any such other 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, as promptly as possible thereafter, Borrower shall send to such Lender or Agent for its own account or for the account of such Bank, as the case may be, a certified copy of an original official receipt received by Borrower evidence showing payment thereof, together with such additional documentary evidence as such Lender or Agent may from time to time require. If Borrower the Company fails to pay any Taxes when due to perform its obligations under (ii) or (iii) above, the appropriate taxing authority or fails to remit to Agent the required receipts or other required documentary evidence, Borrower Company shall indemnify the Administrative Agent and/or such Lender or Agent for such Indemnified Taxes and the Banks for any incremental taxes, interest or penalties that may become payable by Agent or any Bank 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 IRS 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 United States 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 obligations Company and the Administrative Agent shall each be entitled to rely on such forms in its possession until receipt of Borrower 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 its 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 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 shall not be obligated to disclose to the Company any information regarding its tax affairs or computations and (ii) nothing contained in this Section 8.03 shall be construed so as to interfere with the right of such Lender to arrange its tax affairs as it deems appropriate. (h) If a payment made to a Lender under this SUBPARAGRAPH 2.10 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 (aincluding those contained in Section 1471(b) shall survive the payment and performance or 1472(b) of the Obligations Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the termination Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Company 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 Company or the 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 to deduct and withhold from such payment. Solely for purposes of this subsection, “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Taxes on Payments. (ai) All payments made by Borrower under this Agreement and the other Credit Documents Supplement shall be made free and clear of, and without deduction or withholding reduction for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (except net Authority, excluding, in the case of the Administrative Agent and each Purchaser, income taxes and franchise taxes in lieu of net income taxes imposed on Agent or Bank as a result of a present or former connection between the jurisdiction of the Governmental Authority imposing such tax on Administrative Agent or such Bank, excluding Purchaser (other than such income and franchise taxes imposed by a connection arising jurisdiction other than the United States or a subdivision thereof solely from Agent or by reason of the location of the Equipment in such Bank having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the other Credit Documentsjurisdiction) (all such non-excluded taxes, levies, imposts, duties, charges, fees, deductions and withholdings taxes being hereinafter called "TAXESTaxes"). If any Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Bank hereunder or under the other Credit DocumentsPurchaser hereunder, the amounts so payable to the Administrative Agent or such Bank Purchaser shall be increased to the extent necessary to yield to the Administrative Agent or such Bank Purchaser (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Credit DocumentsSupplement. Whenever any Taxes are payable by Borrowerthe Transferor, as promptly as possible thereafter, Borrower the Transferor shall send to the Administrative Agent for its own account or for the account of such BankPurchaser, as the case may be, a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Taxes when due to the appropriate taxing authority or Transferor fails to remit to the Administrative Agent the required receipts or other required documentary evidence, Borrower the Transferor shall indemnify the Administrative Agent and the Banks Purchasers for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Bank Purchaser as a result of any such failure. The obligations . (ii) Each Purchaser agrees that prior to the Closing Date (or if such Purchaser is not an Initial Purchaser, prior to or at the time such Purchaser becomes a "Purchaser" hereunder) it will deliver to the Transferor and the Administrative Agent (A) either (1) a statement that it is incorporated under the laws of Borrower the United States of America or a state thereof or, (2) if its is not so incorporated, two duly completed copies of United States Internal Revenue Service Form 1001 or 4224 or successor applicable form, as the case may be, certifying in each case that such Purchaser is entitled to receive payments under this SUBPARAGRAPH 2.10Supplement in respect of its interest in the Class A Notes purchased hereunder, without deduction or withholding of any United States federal income taxes and (B) an Internal Revenue Service Form W-8 or W-9 or successor applicable form, as the case may be, to establish an exemption from United States backup withholding tax. Each such Purchaser which delivers to the Transferor and the Administrative Agent any such Form 1001 or 4224 and Form W-8 or W-9 further undertakes to deliver to the Transferor and the Administrative Agent two further copies of Form 1001 or 4224 and Form W-8 or W-9, or successor applicable forms, or other manner of certification, as the case may be, 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 it to the Transferor and the Administrative Agent and such extensions or renewals thereof as may reasonably be requested by the Transferor, certifying in the case of a Form 1001 or 4224 that such Purchaser 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 all such forms inapplicable or which would prevent such Purchaser from duly completing and delivering any such form with respect to it and such Purchaser advises the Transferor that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of a Form W-8 or W-9, establishing an exemption from United States backup withholding tax. (aiii) The agreements in this Section 16(f) shall survive the payment and performance of the Obligations and the termination of this AgreementSupplement and the payment of all amounts payable hereunder. (iv) No increased amount on account of Taxes shall be payable pursuant to this Section 16(f) to any Purchaser to the extent such Taxes would not have been payable if such Purchaser had furnished a form (properly and accurately completed in all material respects) which it was otherwise required to furnish in accordance with clause (ii) of this Section 16(f). (v) Each Purchaser shall furnish the Administrative Agent, and the Administrative Agent shall furnish the Transferor (to the extent received from the Purchasers), with information necessary to enable the Transferor to comply with United States federal income tax information reporting requirements regarding payments of interest received by Purchasers under this Supplement.

Taxes on Payments. (a) All payments made by Borrower under this Agreement in respect of the Loans and the other Letter of Credit Documents Liabilities shall be made free and clear of, of and without any deduction or withholding for or on account of, of any present or and future income, stamp or other taxes, leviesassessments or governmental charges imposed by the United States, impostsor any political subdivision or taxing authority thereof or therein, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority excluding (except net income taxes and franchise taxes in lieu of net income w) taxes imposed on Agent or Bank as a result of a present or former connection between the jurisdiction of the Governmental Authority imposing such tax on Agent or such BankLender’s net income, excluding a connection arising solely from Agent or such Bank having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the other Credit Documents(x) franchise taxes and (y) taxes imposed under FATCA (all such non-excluded taxes, levies, imposts, duties, charges, fees, deductions and withholdings taxes being hereinafter called "TAXES"“Taxes” and all such excluded taxes being hereinafter called “Excluded Taxes”), except as expressly provided in this Section 8.03. If any Taxes are imposed and required by law to be deducted or withheld from any amounts amount payable to any Lender or Agent, then the Company shall (i) increase the amount payable so that such Lender or Agent or any Bank hereunder or under the other Credit Documents, the amounts so payable to Agent or such Bank shall be increased to the extent necessary to yield to Agent or such Bank will receive a net amount (after payment deduction of all Taxes) interest equal to the amount due hereunder, (ii) pay such Taxes to the appropriate taxing authority for the account of such Lender or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement Agent, and the other Credit Documents. Whenever any Taxes are payable by Borrower, (iii) as promptly as possible thereafter, Borrower shall send to such Lender or Agent for its own account or for the account of such Bank, as the case may be, a certified copy of an original official receipt received by Borrower evidence showing payment thereof, together with such additional documentary evidence as such Lender or Agent may from time to time require. If Borrower the Company fails to pay any Taxes when due to perform its obligations under (ii) or (iii) above, the appropriate taxing authority or fails to remit to Agent the required receipts or other required documentary evidence, Borrower Company shall indemnify the Administrative Agent and/or such Lender or Agent for such Taxes and the Banks for any incremental taxes, interest or penalties that may become payable by Agent or any Bank 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 inability or failure to furnish under subsection (c) a duly completed extension or renewal of a Form W-8BEN or Form W-8ECI (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 Company shall indemnify the Agents and each Lender against any transfer taxes, documentary taxes, 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 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) within twenty Domestic Business Days after the date on which this Agreement becomes effective or the date of the Assignment and Assumption Agreement whereby it became a “Lender” hereunder, two duly completed copies of United States Internal Revenue Service Form W-8BEN 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 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 obligations Company and the Administrative Agent shall each be entitled to rely on such forms in its possession until receipt of Borrower 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 Company with the appropriate form pursuant to Section 8.03(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 8.03(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 Company shall take such steps as such Lender shall reasonably request to assist such Lender to recover such Taxes. (e) 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. (f) If any Lender is able to apply for any credit, refund, deduction or other reduction in 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 its 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 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 shall not be obligated to disclose to the Company any information regarding its tax affairs or computations and (ii) nothing contained in this Section 8.03 shall be construed so as to interfere with the right of such Lender to arrange its tax affairs as it deems appropriate. (g) If a payment made to a Lender under this SUBPARAGRAPH 2.10 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 (aincluding those contained in Section 1471(b) shall survive the payment and performance or 1472(b) of the Obligations Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the termination Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Company 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 Company or the 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 to deduct and withhold from such payment. Solely for purposes of this subsection, “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Taxes on Payments. (a) All payments made by Borrower under this Agreement and in respect of the other Credit Documents Loans shall be made free and clear of, of and without any deduction or withholding for or on account of, of any present or and future income, stamp or other taxes, leviesassessments or governmental charges imposed by the United States, impostsor any political subdivision or taxing authority thereof or therein (“Taxes”), duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority excluding (except net income taxes and franchise taxes in lieu of net income w) taxes imposed on Agent or Bank as a result of a present or former connection between the jurisdiction of the Governmental Authority imposing such tax on Agent or such BankLender’s net income, excluding a connection arising solely from Agent or such Bank having executed(x) franchise taxes, delivered or performed its obligations or received a payment under(y) branch profits taxes, or enforced, this Agreement or the other Credit Documentsand (z) taxes imposed under FATCA (all such non-excluded taxes, levies, imposts, duties, charges, fees, deductions and withholdings taxes being hereinafter called "TAXES"“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 amounts amount payable to any Lender or Agent, then the Company shall (i) increase the amount payable so that such Lender or Agent or any Bank hereunder or under the other Credit Documents, the amounts so payable to Agent or such Bank shall be increased will receive a net amount (after deduction of all Indemnified Taxes) equal to the extent necessary amount due hereunder, (ii) pay such Indemnified Taxes to yield to Agent the appropriate taxing authority for the account of such Lender or such Bank Agent, and (after payment of all Taxesiii) interest or any such other 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, as promptly as possible thereafter, Borrower shall send to such Lender or Agent for its own account or for the account of such Bank, as the case may be, a certified copy of an original official receipt received by Borrower evidence showing payment thereof, together with such additional documentary evidence as such Lender or Agent may from time to time require. If Borrower the Company fails to pay any Taxes when due to perform its obligations under (ii) or (iii) above, the appropriate taxing authority or fails to remit to Agent the required receipts or other required documentary evidence, Borrower Company shall indemnify the Administrative Agent and/or such Lender or Agent for such Indemnified Taxes and the Banks for any incremental taxes, interest or penalties that may become payable by Agent or any Bank 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 obligations Company and the Administrative Agent shall each be entitled to rely on such forms in its possession until receipt of Borrower 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 its 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 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 shall not be obligated to disclose to the Company any information regarding its tax affairs or computations and (ii) nothing contained in this Section 8.03 shall be construed so as to interfere with the right of such Lender to arrange its tax affairs as it deems appropriate. (h) If a payment made to a Lender under this SUBPARAGRAPH 2.10 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 (aincluding those contained in Section 1471(b) shall survive the payment and performance or 1472(b) of the Obligations Internal Revenue Code, as applicable), such Lender shall deliver to the Company and the termination Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Company 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 Company or the 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 Xxxxxx has complied with such Xxxxxx’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this subsection, “FATCA” shall include any amendments made to FATCA after the date of this Agreement.