Common use of Taxes Yield Protection and Illegality Clause in Contracts

Taxes Yield Protection and Illegality. 3.01 Taxes (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of the Borrowers or any other Loan Party hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require any Borrower, any other Loan Party or the Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws by such Borrower, such other Loan Party or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Borrower, any other Loan Party or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Borrower or such other Loan Party, as the case may be, shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made. (iii) If any Borrower, any other Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section 3.01) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Taxes Yield Protection and Illegality. 3.01 Taxes. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of the Borrowers or any other Loan Party hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction deduction or withholding for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Borrower, Tax from any other Loan Party or such payment by the Administrative Agent to withhold or deduct any Taxa Loan Party, then the Administrative Agent or such Tax Loan Party shall be withheld entitled to make such deduction or deducted in accordance with such Laws by such Borrower, such other Loan Party or the Administrative Agent, as the case may bewithholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Borrower, any other Loan Party or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Borrower or such other Loan Party, as the case may be, Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this SectionSection 3.01) the Administrative Agent, Lender or L/C Issuer, as the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made. (iii) If any Borrower, any other Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section 3.01) the Administrative Agent, Lender or L/C Issuer, as the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made. (iv) Notwithstanding the provisions of subsection (i), (ii), and (iii) above, (x) Borrower shall not be required to increase any such amounts payable to Administrative Agent or any Lender, as the case may be, with respect to any Indemnified Taxes or Other Taxes (1) that are attributable to such Person’s failure to comply with the requirements of this Agreement, including without limitation, Section 3.06 or (2) that are United States withholding taxes imposed on amounts payable to such Person that are Excluded Taxes; and (y) Borrower shall not be required to compensate Administrative Agent or any Lender pursuant to this Section for any additional sums payable under this Section, including Indemnified Taxes or Other Taxes, incurred more than 180 days prior to the date that Administrative Agent or such Lender, as the case may be, notifies Borrower of the Change in Law or other event giving rise to such additional sums and of Administrative Agent’s or such Lender’s intention to claim compensation therefor.

Taxes Yield Protection and Illegality. 3.01 Taxes. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of the Borrowers or any other Loan Party hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction deduction or withholding for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Borrower, Tax from any other Loan Party or such payment by the Administrative Agent to withhold or deduct any Taxa Loan Party, then the Administrative Agent or such Tax Loan Party shall be withheld entitled to make such deduction or deducted in accordance with such Laws by such Borrower, such other Loan Party or the Administrative Agent, as the case may bewithholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Borrower, any other Loan Party or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Borrower or such other Loan Party, as the case may be, Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this SectionSection 3.01) the Administrative Agent, Lender or L/C Issuer, as the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made. (iii) If any Borrower, any other Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section 3.01) the Administrative Agent, Lender or L/C Issuer, as the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Taxes Yield Protection and Illegality. 3.01 Taxes (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of the Borrowers or any other Loan Party hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction deduction or withholding for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Borrower, Tax from any other Loan Party or such payment by the Administrative Agent to withhold or deduct any Taxa Loan Party, then the Administrative Agent or such Tax Loan Party shall be withheld entitled to make such deduction or deducted in accordance with such Laws by such Borrower, such other Loan Party or the Administrative Agent, as the case may bewithholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Borrower, any other Loan Party or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Borrower or such other Loan Party, as the case may be, Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this SectionSection 3.01) the Administrative Agent, Lender or L/C Issuer, as the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made. Notwithstanding the foregoing, if any Loan Party determines, in its good faith discretion, that the Administrative Agent did not or does not intend to withhold or deduct any Taxes that any Loan Party or the Administrative Agent is required to withhold or deduct from any payment then any Loan Party shall be entitled (after notification to the Administrative Agent) to make such deductions or withholdings. (iii) If any Borrower, any other Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section 3.01) the Administrative Agent, Lender or L/C Issuer, as the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Taxes Yield Protection and Illegality. 3.01 Section 3.1 Taxes. (a) Payments Free Subject to the other provisions of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any this Section 3.1 and Section 9.15, any and all payments by any Borrower to or on for the account of any obligation of the Borrowers Administrative Agent or any other Loan Party hereunder or Lender under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding deduction for any and all present or future Taxes. If, however, applicable Laws require any Borrower, any other Loan Party or the Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws by such Borrower, such other Loan Party or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Borrower, any other Loan Party or the Administrative Agent Borrower shall be required by the Code any Laws to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, Taxes or Other Taxes from or in respect of any payment, then (A) sum payable under any Loan Document to the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) belowany Lender, (Bi) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Borrower or such other Loan Party, as the case may be, shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section) Section 3.1(a)), each of the Administrative Agent, Agent and such Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction deductions been made, (ii) such Borrower shall make such deductions, (iii) such Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within 30 days after the date of such payment, such Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender) the original or a certified copy of a receipt evidencing payment thereof or other evidence of such payment. (iiib) If In addition, each Borrower agrees to pay to each appropriate Lender Other Taxes incurred by such Lender. (c) Each Borrower agrees to indemnify the Administrative Agent and each appropriate Lender for (i) the full amount of Taxes and Other Taxes (including any BorrowerTaxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 3.1(c)) paid by the Administrative Agent and such Lender and (ii) any liability (including additions to tax, any other Loan Party penalties, interest and expenses) arising therefrom or with respect thereto. Payment under this Section 3.1(c) shall be made within 15 days after the date the Lender or the Administrative Agent makes a demand therefor. (d) In the case of interest payments made by TKG or TLG, this Section 3.1 shall be only apply to a Lender who is the legal and beneficial owner of amounts received pursuant to this Agreement and has provided evidence to TKG or TLG: (i) that such Lender is a person (a corporate body or an individual) which is, for taxation purposes, resident outside of the territory of the Federal Republic of Germany, (ii) if such Lender is a partnership, that all direct and indirect partners of that partnership are persons who are, for taxation purposes, resident outside of the territory of the Federal Republic of Germany, and does not hold any amounts received pursuant to this Agreement through a permanent establishment or a permanent representative in Germany or (iii) that such Lender qualifies as a credit institution or financial institution within the meaning of the German Banking Act (Kreditwesengesetz). (e) TFSUK is not required to pay additional amounts to a Lender (other than a new Lender pursuant to a request by a Borrower under Section 9.17) pursuant to Section 3.1 in respect of any Tax that is required by the United Kingdom to be withheld from a payment of interest on a Loan made to TFSUK if at the time the payment falls due: (i) the relevant Lender is not a UK Qualifying Lender and that Tax would not have been required to be withheld had that Lender been a UK Qualifying Lender unless the reason that that Lender is not a UK Qualifying Lender is a change after the date on which it became a Lender under this Agreement in (or in the interpretation, administration or application of) any applicable Laws law or double taxation agreement or any published practice or published concession of any relevant Governmental Authority; (ii) the relevant Lender is a UK Qualifying Lender solely by virtue of (a)(ii) of the definition of UK Qualifying Lender and (1) an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the UK ITA which relates to the payment and that Lender has received from TFSUK a certified copy of that Direction; and (2) that Tax would not have been required to be withheld had that Direction not been made; (iii) the relevant Lender is a UK Qualifying Lender solely by virtue of (a)(ii) of the definition of UK Qualifying Lender and (1) the relevant Lender has not given a UK Tax Confirmation to TFSUK; and (2) that Tax would not have been required to be withheld had the Lender given a UK Tax Confirmation to TFSUK, on the basis that the UK Tax Confirmation would have enabled TFSUK to have formed a reasonable belief that the payment was an "excepted payment" for the purpose of section 930 of the UK ITA; or (iv) the relevant Lender is a UK Treaty Lender or a US LLC Lender and TFSUK is able to demonstrate that that Tax is required to be withheld as a result of the failure of the relevant Lender to comply with its obligations under Section 9.15(a). Any Lender which is a Lender in respect of a Loan to TFSUK shall promptly notify the Administrative Agent and TFSUK if (i) it is not, or ceases to be, a UK Qualifying Lender, for whatever reason, or (ii) it is a UK Qualifying Non-Bank Lender and there is any change in the position from that set out in the UK Tax Confirmation it has given. (f) TFA is not required to pay additional amounts to a Tranche C Lender (other than a new Tranche C Lender pursuant to a request by TFA under Section 9.17) pursuant to this Section 3.1 in respect of any Tax that is required by the Code Commonwealth of Australia or any political sub-division thereof to withhold be withheld or deduct deducted from a payment of interest on a Loan made to TFA if at the time the payment falls due (i) the relevant Tranche C Lender is an “associate” (as defined in section 128F(9) of the Australian Tax Act) of TFA that is either (a) a non-resident of Australia which does not make the relevant Loan in carrying on a business at or through a permanent establishment in Australia or (b) a resident of Australia that makes the relevant Loan in carrying on a business at or through a permanent establishment outside Australia, (ii) the payment could have been made to the relevant Tranche C Lender without any Taxes from any withholding or deduction in respect of such Tax if, before TFA makes a relevant payment, then the relevant Tranche C Lender, or an entity acting on behalf of such Tranche C Lender, provided TFA with any of its name, address, tax file number, (Aif applicable) an Australian business number, registration number or similar details of any relevant tax exemption, or (iii) the withholding or deduction in respect of such Loan Party Tax is in respect to any withholding or deduction on account of TFA receiving a direction under section 255 of the Australian Tax Act or section 260-5 of Schedule 1 to the Taxation Administration Act 1953 of Australia or any similar law. (g) If the Administrative AgentAgent or a Lender shall become aware that it is entitled to claim a refund from a Governmental Authority in respect of, or remission for, Taxes or Other Taxes as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation which it has received pursuant to subsection additional amounts under this Section 3.1, such Administrative Agent or Lender shall promptly notify the applicable Borrower and Agent (eas applicable) belowof the availability of such claim and, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding Lender or the Administrative Agent (as applicable) determines in good faith that making such claim will not have an adverse effect on its taxes or business operation, shall, within 60 days of all required deductions receipt of a request by such Borrower, make such claim. If the Administrative Agent or Lender (including deductions on account acting in good faith) determines, in its sole discretion, that it has received a refund of Indemnified any Taxes or Other Taxes applicable as to additional sums payable which it has been indemnified by such Borrower or with respect to which such Borrower has paid amounts pursuant to this Section 3.1, it shall pay over the amount of such refund to such Borrower, net of all out-of-pocket expenses of the Administrative Agent or such Lender (but amounts hereby recovered by the Borrower shall not exceed the indemnity payments made, or the amounts paid, as applicable, by such Borrower under this Section 3.013.1) and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or credit); provided, however, that such Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over 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. Notwithstanding anything to the contrary in this paragraph (g), in no event will the Administrative Agent or any Lender be required to pay any amount to the Borrowers pursuant to this paragraph (g) the payment of which would place the Administrative Agent, Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent or L/C Issuer, as the case may be, receives an amount equal to the sum it such Lender would have received been in if the indemnification payments or additional amounts giving rise to such refund had no such withholding never been paid. This Section 3.1(g) shall not be construed to require the Administrative Agent or deduction been madeany Lender to make available its tax returns (or any other information relating to its Taxes which it deems confidential) to any Borrower or any other Person. (h) The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations.

Taxes Yield Protection and Illegality. 3.01 Taxes (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (ia) Any and all payments by Borrower to or on for the account of any obligation of the Borrowers Agent or any other Loan Party hereunder or Lender under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding deduction for any Taxes. Ifand all present or future taxes, howeverduties, applicable levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, excluding, in the case of Agent and each Lender, taxes imposed on or measured by its overall net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws require any Borrower, any other Loan Party of which Agent or the Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws by such Borrower, such other Loan Party or the Administrative AgentLender, as the case may be, upon the basis of the information is organized or maintains a lending office (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and documentation liabilities being hereinafter referred to be delivered pursuant to subsection (e) below. (ii) as “Taxes”). If any Borrower, any other Loan Party or the Administrative Agent Borrower shall be required by the Code any Laws to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, Taxes from or in respect of any payment, then (A) the Administrative sum payable under any Loan Document to Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) belowany Lender, (Bi) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Borrower or such other Loan Party, as the case may be, shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section) the Administrative Agent), each of Agent and such Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction deductions been made. , (ii) Borrower shall make such deductions, (iii) If any Borrower, any other Loan Party or the Administrative Agent Borrower shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority taxation authority or other authority in accordance with such applicable Laws, and (Civ) within thirty days after the date of such payment, Borrower shall furnish to Agent (which shall forward the extent that same to such Lender) the withholding original or deduction is a certified copy of a receipt evidencing payment thereof. (b) In addition, Borrower agrees to pay, subject to applicable laws, 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 on account of Indemnified Taxes 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, the sum payable by the applicable Loan Party ”). (c) If Borrower shall be increased as necessary so that after required to deduct or pay any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable from or in respect of any sum payable under any Loan Document to Agent or any Lender, Borrower shall also pay to Agent or to such Lender, at the time interest is paid, such additional sums amount that Agent or such Lender specifies is necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) that Agent or such Lender would have received if such Taxes or Other Taxes had not been imposed. (d) Borrower agrees to indemnify Agent and each Lender for (i) 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) paid by Agent and such Lender, (ii) amounts payable under Section 3.013.01(c) and (iii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the Administrative Agent, relevant Governmental Authority. Payment under this subsection (d) shall be made within thirty days after the date Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been madeAgent makes a demand therefor.

Taxes Yield Protection and Illegality. 3.01 Taxes (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (ia) Any and all payments by the Borrowers to or on for the account of any obligation of the Borrowers Administrative Agent or any other Loan Party hereunder or Lender under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding deduction for any Taxes. Ifand all present or future taxes, howeverduties, applicable Laws require any Borrowerlevies, any other Loan Party imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, excluding, in the case of the Administrative Agent to withhold and each Lender, taxes imposed on or deduct measured by its overall net income, branch profits taxes, back-up withholding taxes, and franchise or other similar taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any Tax, such Tax shall be withheld or deducted in accordance with such political subdivision thereof) under the Laws by such Borrower, such other Loan Party or of which the Administrative AgentAgent or such Lender, as the case may be, upon the basis is organized, maintains a lending office or does business (other than doing business solely as a result of the information entering into this Agreement, performing any obligations hereunder, receiving any payments hereunder or enforcing any rights hereunder) (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and documentation liabilities being hereinafter referred to be delivered pursuant to subsection (e) below. (ii) as “Taxes”). If any Borrower, any other Loan Party or the Administrative Agent Borrower shall be required by the Code any Laws to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, Taxes from or in respect of any payment, then (A) sum payable under any Loan Document to the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) belowany Lender, (Bi) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Borrower or such other Loan Party, as the case may be, shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section) ), each of the Administrative Agent, Agent and such Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction deductions been made. , (ii) such Borrower shall make such deductions, (iii) If any Borrower, any other Loan Party or the Administrative Agent such Borrower shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority taxation authority or other authority in accordance with such applicable Laws, and (Civ) to the extent that reasonably practicable, within 30 days after the withholding date of such payment, such Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender) the original or deduction is a certified copy of a receipt evidencing payment thereof. (b) In addition, each Borrower 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 on account of Indemnified Taxes by such Borrower 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, the sum payable by the applicable Loan Party ”). (c) If any Borrower shall be increased as necessary so that after required to deduct or pay any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums from or in respect of any sum payable under this Section 3.01) any Loan Document to the Administrative AgentAgent or any Lender, Lender such Borrower shall also pay to the Administrative Agent or L/C Issuerto such Lender, as the case may be, receives at the time interest is paid, such additional amount that the Administrative Agent or such Lender specifies is necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) that the Administrative Agent or such Lender would have received if such Taxes or Other Taxes had not been imposed. (d) Each Borrower agrees to indemnify the Administrative Agent and each Lender for (i) 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) paid by the Administrative Agent and such Lender, (ii) amounts payable under Section 3.01(c) and (iii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto. Payment under this subsection (d) shall be made within 30 days after the date the Lender or the Administrative Agent makes a written demand therefor, which demand shall be made within 90 days of the date such Lender or the Administrative Agent pays such Taxes of Other Taxes to the relevant Governmental Authority. (e) Without limiting the obligations of the Lenders under Section 11.15 regarding delivery of certain forms and documents to establish such Lender’s status for U.S. withholding tax purposes, each Lender agrees promptly to deliver to the Administrative Agent or the Company, as the Administrative Agent or the Company shall reasonably request, on or prior to the Closing Date, and in a timely fashion thereafter, such other documents and forms required by any relevant taxing authorities under the Laws of any other jurisdiction, duly executed and completed by such Lender, as are required under such Laws to confirm such Lender’s entitlement to any available exemption from, or reduction of, applicable withholding taxes in respect of all payments to be made to such Lender outside of the U.S. by the Borrowers pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in such other jurisdiction. Each Lender shall promptly (i) notify the Administrative Agent of any change in circumstances which would modify or render invalid any such claimed exemption or reduction, and (ii) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any such jurisdiction that any Borrower make any deduction or withholding for taxes from amounts payable to such Lender. Additionally, each of the Borrowers shall promptly deliver to the Administrative Agent or any Lender, as the Administrative Agent or any Lender shall reasonably request, on or prior to the Closing Date, and in a timely fashion thereafter, such documents and forms required by any relevant taxing authorities under the Laws of any jurisdiction, duly executed and completed by such Borrower, as are required to be furnished by such Lender or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in connection with the Loan Documents, with respect to such jurisdiction. (f) If and to the extent that any Lender or the Administrative Agent, in its sole discretion (exercised in good faith), determines that it has received or been granted a credit against, relief from, a refund or remission of, or a repayment of, any Taxes or Other Taxes in respect of which it has received additional payments under this Section 3.01, and such credit, refund, relief or remission has been obtained, utilized and fully retained by such Lender or the Administrative Agent on an affiliated group basis, then such Lender or the Administrative Agent shall pay to the Borrowers an amount equal to which such Lender or the sum Administrative Agent determines, in its sole discretion (exercised in good faith) will leave it, after the payments, in the same after-tax position as it would have received been in had the payments required under this Section 3.01 not been required to be made by the Borrowers; provided however that (i) such Lender or the Administrative Agent shall be the sole judge of the amount of such credit, refund, relief or remission and the date on which it is received; (ii) such Lender or the Administrative Agent shall not be obliged to disclose information regarding its tax affairs or tax computations; (iii) nothing in this Section 3.01(f) shall interfere with such Lender’s or the Administrative Agent’s right to manage its tax affairs in whatever manner it sees fit; and (iv) if such Lender or the Administrative Agent shall subsequently determine that it has lost all or a portion of such tax credit, refund, relief or remission, the Borrowers shall promptly remit to such Lender or the Administrative Agent the amount certified by such Lender or the Administrative Agent to be the amount necessary to restore such Lender or the Administrative Agent to the position it would have been in if no such withholding payment had been made pursuant to this section. (g) The Borrowers’ obligations to indemnify a Foreign Lender or deduction been madepay additional amounts to a Foreign Lender under this Section 3.01 are subject to Section 11.15(a)(iii).

Taxes Yield Protection and Illegality. 3.01 Taxes (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of Borrower Party to the Borrowers or any other Loan Party hereunder or Lender under this Agreement and any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of of, and without reduction deduction or withholding for any Taxes. IfIn addition, however, applicable Laws require any Borrower, any other Loan Party or the Administrative Agent to withhold or deduct any Tax, such Tax Borrower Parties shall be withheld or deducted in accordance with such Laws by such Borrower, such other Loan Party or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) belowpay all Other Taxes. (iib) Each Borrower Party agrees to indemnify and hold harmless the Lender for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid by the Lender and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. Payment under this indemnification shall be made within thirty (30) days after the date the Lender makes written demand therefor. (c) If any Borrower, any other Loan Borrower Party or the Administrative Agent shall be required by the Code law to deduct or withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other TaxesTaxes from or in respect of any sum payable hereunder to the Lender, then: (i) the sum payable by the applicable Borrower or such other Loan Party, as the case may be, shall be increased as necessary so that after any required withholding or the making of all required deductions and withholdings (including deductions on account of Indemnified Taxes or Other Taxes and withholdings applicable to additional sums payable under this Section) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding deductions or deduction withholdings been made.; (ii) such Borrower Party shall make such deductions and withholdings; (iii) If any Borrower, any other Loan such Borrower Party or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount deducted or withheld or deducted to the relevant Governmental Authority taxing authority or other authority in accordance with applicable law; and (iv) such Laws, and (C) Borrower Party shall also pay to the extent that Lender at the withholding time interest is paid, all additional amounts which the Lender specifies as necessary to preserve the after tax yield the Lender would have received if such Taxes or deduction is made on account Other Taxes had not been imposed. (d) Within thirty (30) days after the date of Indemnified any payment by any Borrower Party of Taxes or Other Taxes, the sum payable by the applicable Loan such Borrower Party shall be increased as necessary so that after any required withholding furnish the Lender the original or the making a certified copy of all required deductions (including deductions on account a receipt evidencing payment thereof, or other evidence of Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section 3.01) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal payment reasonably satisfactory to the sum it would have received had no Lender, which such withholding or deduction been madesatisfactory evidence shall include, without limitation, cancelled checks.

Taxes Yield Protection and Illegality. 3.01 Taxes. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of the Borrowers or any other Loan Party respective Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any TaxesIndemnified Taxes or Other Taxes except as required by applicable Laws. If, however, If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Borrower, Tax from any other Loan Party or such payment by the Administrative Agent to withhold or deduct any Taxa Borrower, then the Administrative Agent or such Tax Borrower shall be withheld entitled to make such deduction or deducted in accordance with such Laws by such Borrower, such other Loan Party or the Administrative Agent, as the case may be, withholding upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Borrower, any other Loan Party Borrower or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Borrower or such other Loan Party, as the case may be, shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this SectionSection 3.01) the Administrative Agent, Lender or L/C Issuer, as the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made. (iii) If any Borrower, any other Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section 3.01) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Taxes Yield Protection and Illegality. 3.01 Taxes. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of the Borrowers or any other Loan Party hereunder or Borrower under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction deduction or withholding for any Taxes, except as required by Applicable Laws. If, however, applicable If any Applicable Laws require any Borrower, any other Loan Party or (as determined in the good faith discretion of the Administrative Agent to withhold or deduct Borrower, as applicable) require the deduction or withholding of any TaxTax from any such payment by the Administrative Agent or the Borrower, such Tax then the Administrative Agent or the Borrower shall be withheld entitled to make such deduction or deducted in accordance with such Laws by such Borrower, such other Loan Party or the Administrative Agent, as the case may bewithholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Borrower, any other Loan Party the Borrower or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxesTaxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Borrower or such other Loan Party, as the case may be, shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this SectionSection 3.01) the Administrative Agent, Lender or L/C Issuer, as the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made. (iii) If any Borrower, any other Loan Party the Borrower or the Administrative Agent shall be required by any applicable Applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party the Borrower or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party the Borrower or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section 3.01) the Administrative Agent, Lender or L/C Issuer, as the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Taxes Yield Protection and Illegality. 3.01 1.01 Taxes. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of the Borrowers or any other Loan Party hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction deduction or withholding for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws require any Borrower, any other Loan Party or (as determined in the good faith discretion of the Administrative Agent to withhold or deduct any TaxLoan Party) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Tax Loan Party shall be withheld entitled to make such deduction or deducted in accordance with such Laws by such Borrower, such other Loan Party or the Administrative Agent, as the case may bewithholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Borrower, any other Loan Party or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Borrower or such other Loan Party, as the case may be, Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this SectionSection 3.01) the Administrative Agent, Lender or L/C Issuer, as the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made. (iii) If any Borrower, any other Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section 3.01) the Administrative Agent, Lender or L/C Issuer, as the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Taxes Yield Protection and Illegality. 3.01 Taxes. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of the Borrowers or any other Loan Party hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction deduction or withholding for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws (as determined in the good faith discretion of the applicable Withholding Agent) require the deduction or withholding of any Borrower, Tax from any other Loan Party or such payment by the Administrative Agent to withhold or deduct any Taxa Loan Party, then the Administrative Agent or such Tax Loan Party shall be withheld entitled to make such deduction or deducted in accordance with such Laws by such Borrower, such other Loan Party or the Administrative Agent, as the case may bewithholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) belowSection 3.01(e). (ii) If any Borrower, any other Loan Party or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) belowSection 3.01(e), (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Borrower or such other Loan Party, as the case may be, Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this SectionSection 3.01) the Administrative Agent, Lender or L/C Issuer, as the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made. (iii) If any Borrower, any other Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) belowSection 3.01(e), (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section 3.01) the Administrative Agent, Lender or L/C Issuer, as the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Taxes Yield Protection and Illegality. 3.01 Taxes4.01 Taxes ----- (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by a Credit Party to each Lender or on account of any obligation of the Borrowers or any other Loan Party hereunder or Agent under this Agreement and any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of of, and without reduction deduction or withholding for for, any Taxes. IfIn addition, howeverthe relevant Credit Party shall pay all Other Taxes. (b) If a Credit Party shall be required by law to deduct or withhold any Taxes, applicable Laws require Other Taxes or Further Taxes from or in respect of any Borrower, sum payable hereunder to any other Loan Party Lender or the Administrative Agent Agent, then: (i) the sum payable shall be increased as necessary so that, after making all required deductions and withholdings (including deductions and withholdings applicable to withhold or deduct any Taxadditional sums payable under this Section), such Tax shall be withheld or deducted in accordance with such Laws by such Borrower, such other Loan Party Lender or the Administrative Agent, as the case may be, upon the basis of the information receives and documentation to be delivered pursuant to subsection (e) below. (ii) If any Borrower, any other Loan Party or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Borrower or such other Loan Party, as the case may be, shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives retains an amount equal to the sum it would have received and retained had no such withholding deductions or deduction withholdings been made.; (ii) such Credit Party shall make such deductions and withholdings; (iii) If any Borrower, any other Loan such Credit Party or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount deducted or withheld or deducted to the relevant Governmental Authority taxing authority or other authority in accordance with applicable law; and (iv) such LawsCredit Party shall also pay to each Lender or the Agent for the account of such Lender, and (C) to at the extent time interest is paid, Further Taxes in the amount that the withholding or deduction is made on account of Indemnified respective Lender specifies as necessary to preserve the after-tax yield the Lender would have received if such Taxes, Other Taxes or Further Taxes had not been imposed. (c) Each Credit Party agrees to indemnify and hold harmless each Lender and the Agent for the full amount of i) Taxes, ii) Other Taxes, and iii) Further Taxes in the sum payable by amount that the applicable Loan Party shall be increased respective Lender specifies as necessary so that after any required withholding or to preserve the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section 3.01) after-tax yield the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received if such Taxes, Other Taxes or Further Taxes had no not been imposed, and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto, whether or not such withholding Taxes, Other Taxes or deduction been madeFurther Taxes were correctly or legally asserted. Payment under this indemnification shall be made within 30 days after the date the Lender or the Agent makes written demand therefor. (d) Within 30 days after the date of any payment pursuant to this Section by a Credit Party of Taxes, Other Taxes or Further Taxes, such Credit Party shall furnish to each Lender or the Agent the original or a certified copy of a receipt evidencing payment thereof, or other evidence of payment satisfactory to such Lender or the Agent. (e) If a Credit Party is required to pay any amount to any Lender or the Agent pursuant to clauses (b) or (c) of this Section, then such Lender shall ---------- - use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its Lending Office so as to eliminate any such additional payment by such Credit Party which may thereafter accrue, if such change in the sole judgment of such Lender is not otherwise disadvantageous to such Lender; provided, however, that the Swing Line Lender may in any event -------- ------- continue to make Swing Line Loans out of its Lending Office in London.

Taxes Yield Protection and Illegality. 3.01 1. 0a Taxes. (ai) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i1) Any and all payments by or on account of any obligation of the Borrowers or any other Loan Party Parties hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require any Borrower, any other a Loan Party or the Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by such Borrower, such other Loan Party or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii2) If any Borrower, any other Loan Party or the Administrative Agent shall be required by the Internal Revenue Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Internal Revenue Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Borrower or such other Loan Party, as the case may be, Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made. (iii3) If any Borrower, any other Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Internal Revenue Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable such Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section 3.01Section) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Taxes Yield Protection and Illegality. 3.01 3.01. Taxes. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of the Borrowers or any other Loan Party hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction deduction or withholding for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws require any Borrower, any other Loan Party or (as determined in the good faith discretion of the Administrative Agent to withhold or deduct the Borrower, as applicable) require the deduction or withholding of any TaxTax from any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Tax Loan Party shall be withheld entitled to make such deduction or deducted in accordance with such Laws by such Borrower, such other Loan Party or the Administrative Agent, as the case may bewithholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Borrower, any other Loan Party or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Borrower or such other Loan Party, as the case may be, Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this SectionSection 3.01) the Administrative Agent, Lender or L/C Issuer, as the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made. (iii) If any Borrower, any other Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section 3.01) the Administrative Agent, Lender or L/C Issuer, as the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Taxes Yield Protection and Illegality. 3.01 Taxes (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of the Borrowers or any other Loan Party hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction deduction or withholding for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Borrower, Tax from any other Loan Party or such payment by the Administrative Agent to withhold or deduct any Taxa Loan Party, then the Administrative Agent or such Tax Loan Party shall be withheld entitled to make such deduction or deducted in accordance with such Laws by such Borrower, such other Loan Party or the Administrative Agent, as the case may bewithholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Borrower, any other Loan Party or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Borrower or such other Loan Party, as the case may be, Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this SectionSection 3.01) the Administrative Agent, Lender or L/C Issuer, as the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made. Notwithstanding the foregoing, if any Loan Party determines, in its good faith discretion, that the Administrative Agent did not or does not intend to withhold or deduct any Taxes that any Loan Party or the Administrative Agent is required to withhold or deduct from any payment then any Loan Party shall be entitled (after notification to the Administrative Agent) to make such deductions or withholdings. (iii) If any Borrower, any other Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section 3.01) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.and

Taxes Yield Protection and Illegality. 3.01 Taxes. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of the Borrowers or any other Loan Party hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction deduction or withholding for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws (as determined in the good faith discretion of a Withholding Agent) require the deduction or withholding of any BorrowerTax from any such payment by a Withholding Agent, any other Loan Party or then the Administrative applicable Withholding Agent to withhold or deduct any Tax, such Tax shall be withheld entitled to make such deduction or deducted in accordance with such Laws by such Borrower, such other Loan Party or the Administrative Agent, as the case may bewithholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Borrower, any other Loan Party or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Borrower or such other Loan Party, as the case may be, Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this SectionSection 3.01) the Administrative Agent, Lender or L/C Issuer, as the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made. (iii) If any Borrower, any other Loan Party or the Administrative a Withholding Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Withholding Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Withholding Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section 3.01) the Administrative Agent, Lender or L/C Issuer, as the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Taxes Yield Protection and Illegality. 3.01 Taxes (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by the Borrower to each Bank or on account of any obligation of the Borrowers or any other Loan Party hereunder or Administrative Agent under this Agreement and any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of of, and without reduction deduction or withholding for any Taxes. IfIn addition, however, applicable Laws require the Borrower shall pay all Other Taxes. (b) The Borrower agrees to indemnify and hold harmless each Bank and the Administrative Agent for the full amount of Taxes or Other Taxes (including any Borrower, Taxes or Other Taxes imposed by any other Loan Party jurisdiction on amounts payable under this Section) paid by the Bank or the Administrative Agent and any liability (including interest, additions to withhold tax and expenses) arising therefrom or deduct any Taxwith respect thereto, whether or not such Tax Taxes or Other Taxes were correctly or legally asserted. Payment under this indemnification shall be withheld made within 30 days after the date the Bank or deducted the Administrative Agent makes written demand therefor. (c) If the Borrower shall be required by law to deduct or withhold any Taxes or Other Taxes from or in accordance with such Laws by such Borrower, such other Loan Party respect of any sum payable hereunder to any Bank or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.then: (iii) If any Borrower, any other Loan Party or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Borrower or such other Loan Party, as the case may be, shall be increased as necessary so that after any required withholding or the making of all required deductions and withholdings (including deductions on account of Indemnified Taxes or Other Taxes and withholdings applicable to additional sums payable under this Section) such Bank or the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding deductions or deduction withholdings been made.; (ii) the Borrower shall make such deductions and withholdings; (iii) If any Borrower, any the Borrower shall pay the full amount deducted or withheld to the relevant taxing authority or other Loan Party authority in accordance with applicable law; and (iv) the Borrower shall also pay to each Bank or the Administrative Agent shall be required by any applicable Laws other than for the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified such Bank, at the time interest is paid, all additional amounts which the respective Bank specifies as necessary to preserve the after-tax yield the Bank would have received if such Taxes or Other Taxes had not been imposed. (d) Within 30 days after the date of any payment by the Borrower of Taxes or Other Taxes, the sum payable Borrower shall furnish the Administrative Agent the original or a certified copy of a receipt evidencing payment thereof, or other evidence of payment satisfactory to the Administrative Agent. (e) If the Borrower is required to pay additional amounts to any Bank or the Administrative Agent pursuant to subsection (c) of this Section, then such Bank shall use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its Lending Office so as to eliminate any such additional payment by the Borrower which may thereafter accrue, if such change in the judgment of such Bank is not otherwise disadvantageous to such Bank. (a) If any Bank determines that the introduction of any Requirement of Law, or any change in any Requirement of Law, or in the interpretation or administration of any Requirement of Law, has made it unlawful, or that any central bank or other Governmental Authority has asserted that it is unlawful, for any Bank or its applicable Loan Party shall be increased as necessary so that after any required withholding or Lending Office to make Eurodollar Rate Loans, then, on notice thereof by the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable Bank to additional sums payable under this Section 3.01) the Borrower through the Administrative Agent, Lender any obligation of that Bank to make Eurodollar Rate Loans shall be suspended until the Bank notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. (b) If a Bank determines that it is unlawful to maintain any Eurodollar Rate Loan, the Borrower shall, upon its receipt of notice of such fact and demand from such Bank (with a copy to the Administrative Agent), prepay in full such Eurodollar Rate Loans of that Bank then outstanding, together with interest accrued thereon and amounts required under Section 4.04, either on the last day of the Interest Period thereof, if the Bank may lawfully continue to maintain such Eurodollar Rate Loans to such day, or Limmediately, if the Bank may not lawfully continue to maintain such Eurodollar Rate Loan. If the Borrower is required to so prepay any Eurodollar Rate Loan, then concurrently with such prepayment, the Borrower shall borrow from the affected Bank, in the amount of such repayment, a Base Rate Loan. (c) If the obligation of any Bank to make or maintain Eurodollar Rate Loans has been so terminated or suspended, the Borrower may elect, by giving notice to the Bank through the Administrative Agent that all Loans which would otherwise be made by the Bank as Eurodollar Rate Loans shall be instead Base Rate Loans. (d) Before giving any notice to the Administrative Agent under this Section, the affected Bank shall designate a different Lending Office with respect to its Eurodollar Rate Loans if such designation will avoid the need for giving such notice or making such demand and will not, in the judgment of the Bank, be illegal or otherwise disadvantageous to the Bank. (a) If any Bank determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation of any law or regulation or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Rate Loans or participating in Letters of Credit, or, in the case of any Issuing Bank, any increase in the cost to such Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank, additional amounts as are sufficient to compensate such Bank for such increased costs. (b) If any Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank (or its Lending Office) or any corporation controlling the Bank with any Capital Adequacy Regulation, affects or would affect the amount of capital required or expected to be maintained by the Bank or any corporation controlling the Bank and (taking into consideration such Bank's or such corporation's policies with respect to capital adequacy and such Bank's desired return on capital) determines that the amount of such capital is increased as a consequence of its Revolving Loan Commitments, Loans, credits or obligations under this Agreement, then, upon demand of such Bank to the Borrower through the Administrative Agent, the Borrower shall pay to the Bank, from time to time as specified by the Bank, additional amounts sufficient to compensate the Bank for such increase. . The Borrower shall reimburse each Bank and hold each Bank harmless from any loss or expense which the Bank may sustain or incur as a consequence of: (a) the failure of the Borrower to make on a timely basis any payment of principal of any Eurodollar Rate Loan; (b) the failure of the Borrower to borrow, continue or convert a Loan after the Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/ Continuation; (c) the failure of the Borrower to make any prepayment in accordance with any notice delivered under Section 2.06; (d) the prepayment (including pursuant to Section 2.07) or other payment (including after acceleration thereof) of a Eurodollar Rate Loan on a day that is not the last day of the relevant Interest Period; or (e) the automatic conversion under Section 2.04 of any Eurodollar Rate Loan to a Base Rate Loan on a day that is not the last day of the relevant Interest Period; including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Eurodollar Rate Loans or from fees payable to terminate the deposits from which such funds were obtained. For purposes of calculating amounts payable by the Borrower to the Banks under this Section and under subsection 4.03(a), each Eurodollar Rate Loan made by a Bank (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the Eurodollar Rate for such Eurodollar Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan is in fact so funded. . If the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or that the Eurodollar Rate applicable pursuant to subsection 2.09(a) for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Banks of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Bank. Thereafter, the obligation of the Banks to make or maintain Eurodollar Rate Loans, hereunder shall be suspended until the Administrative Agent upon the instruction of the Majority Banks revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of Conversion/C IssuerContinuation then submitted by it. If the Borrower does not revoke such Notice, the Banks shall make, convert or continue the Loans, as proposed by the case may beBorrower, receives an in the amount equal to specified in the sum it would have received had no applicable notice submitted by the Borrower, but such withholding Loans shall be made, converted or deduction been madecontinued as Base Rate Loans instead of Eurodollar Rate Loans. . The agreements and obligations of the Borrower in this Article IV shall survive the payment of all other Obligations.

Taxes Yield Protection and Illegality. 3.01 Taxes. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of the Borrowers or any other a Loan Party hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction deduction or withholding for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws (as determined in the good faith discretion of the applicable withholding agent) require the deduction or withholding of any BorrowerTax from any such payment by any applicable withholding agent, any other Loan Party or then the Administrative Agent to withhold or deduct any Tax, such Tax applicable withholding agent shall be withheld entitled to make such deduction or deducted in accordance with such Laws by such Borrower, such other Loan Party or the Administrative Agent, as the case may bewithholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Borrower, any other Loan Party or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup applicable withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Borrower or such other Loan Party, as the case may be, shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made. (iii) If any Borrower, any other Loan Party or the Administrative Agent agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any such payment, then (A) such Loan Party or the Administrative Agentwithholding agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agentwithholding agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party Parties shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section 3.01) the applicable Lender (or, in the case of a payment received by the Administrative Agent for its own account, the Administrative Agent, Lender or L/C Issuer, as the case may be, ) receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Taxes Yield Protection and Illegality. 3.01 TaxesTaxes(a).. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any Unless otherwise required by applicable law, any and all payments by the Company to each Bank, each Designated Bidder, or on account of any obligation of the Borrowers or any other Loan Party hereunder or Agent under this Agreement and any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of of, and without reduction deduction or withholding for for, any Taxes. If, however, applicable Laws require . (b) If the Company shall be required by law to deduct or withhold any BorrowerUnited States federal Taxes from or in respect of any sum payable hereunder to any Bank, any other Loan Party Designated Bidder or the Administrative Agent Agent, and subject to withhold or deduct any TaxSection 9.10, then: (i) the sum payable shall be increased as necessary so that, after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section), such Tax shall be withheld or deducted in accordance with such Laws by such BorrowerBank, such other Loan Party Designated Bidder or the Administrative Agent, as the case may be, upon the basis of the information receives and documentation to be delivered pursuant to subsection (e) below. (ii) If any Borrower, any other Loan Party or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Borrower or such other Loan Party, as the case may be, shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives retains an amount equal to the sum it would have received and retained had no such withholding deductions or deduction withholdings been made.; (ii) the Company shall make such deductions and withholdings; and (iii) If any Borrower, any other Loan Party or the Administrative Agent Company shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount deducted or withheld or deducted to the relevant Governmental Authority taxing authority in accordance with applicable law (c) In addition, the Company shall pay any Other Taxes. (d) The Company agrees to indemnify and hold harmless each Bank, each Designated Bidder and the Agent for the full amount of Other Taxes, and, subject to Section 9.10, Taxes referred to in Subsection 3.01(b). Without limiting the generality of the foregoing, if the Company fails to pay any Other Taxes or any such LawsTaxes when due to the appropriate taxing authority or fails to remit to the Banks and the Agent the required documentary evidence referred to in Subsection 3.01(c) and the Company received from the Agent or the affected Bank prior notice of its obligation to make the payment of Other Taxes or such Taxes, the Company agrees to indemnify and hold harmless each Bank and the Agent for any incremental taxes, interest or penalties that may become payable by any Bank or the Agent as a result of any such failure. Payment pursuant to this indemnification shall be made within 30 days after the date such Bank or the Agent makes written demand therefor setting forth in reasonable detail the basis of the Company's obligation to indemnify such Bank or the Agent pursuant to this Section 3.01. (e) Within 60 days after the date of any payment of any Taxes or Other Taxes pursuant to Subsections 3.01(a), (b) or (c), the Company shall furnish to each Bank, each Designated Bidder and the Agent, at its address referred to in Section 10.02, documentary evidence reasonably satisfactory to each Bank, each Designated Bidder and the Agent of payment thereof, but only to the extent such documentary evidence is furnished to the Company by the relevant taxing authority. (f) If the Company is required to pay any additional amount to the Agent, any Designated Bidder or any Bank or any taxing authority for the account of the Agent, any Designated Bidder or any Bank pursuant to this Section 3.01, the Company shall have the right, upon notice to such Bank or such Designated Bidder, to (i) prepay, on a non-pro rata basis, the principal amount or any portion thereof held by such Bank or such Designated Bidder plus all interest, fees, and other amounts owing to such Bank or such Designated Bidder as of the date of such prepayment (including any amounts owing under Section 3.04), or (ii) require such Bank or such Designated Bidder to use reasonable efforts to designate a different Lending Office for funding or booking its Loan (or any Loan participation) hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the sole judgment of such Bank, such designation or assignment (A) would eliminate or reduce amounts payable pursuant to Subsection 3.01(b) in the future and (B) would not subject such Bank or such Designated Bidder to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Bank or such Designated Bidder. With respect to the foregoing clause (ii) the Company hereby agrees to pay all reasonable costs and expenses incurred by any Bank or any Designated Bidder in connection with any such designation or assignment. (g) Each Bank and each Designated Bidder agrees that it will (i) take all reasonable actions requested in writing by the Company that are without material cost or risk to such Bank to maintain all exemptions, if any, available to it from withholding taxes (whether available by treaty or existing administrative waiver), and (Cii) to the extent that reasonable and without material cost or risk to it, otherwise cooperate with the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum Company to minimize any amounts payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable Company under this Section 3.01. (h) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal Each non-United States Bank and each non-United States Designated Bidder represents and warrants to the sum it would have received had no Agent and the Company as of the date hereof that under applicable law and treaties such Bank or such Designated Bidder is entitled to claim the benefit of complete exemption from imposition of United States withholding tax or deduction been madethat the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States.

Taxes Yield Protection and Illegality. 3.01 Taxes. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any Except as provided below in this Section 3.01, any and all payments by the Borrower to or on for the account of any obligation of the Borrowers Administrative Agent or any other Loan Party hereunder or Lender under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding deduction for any Taxes. Ifand all present or future taxes, howeverduties, applicable Laws require any Borrowerlevies, any other Loan Party imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, excluding, in the case of the Administrative Agent to withhold and each Lender or deduct its applicable lending office, or any Taxbranch or affiliate thereof, such Tax shall be withheld taxes imposed on or deducted measured by its net income (including net income taxes imposed by means of a backup withholding tax) franchise taxes, branch taxes, taxes on doing business or taxes measured by or imposed under the overall capital or net worth of any Lender or its applicable lending office, or any branch or affiliate thereof, in accordance with such each case imposed (i) by the jurisdiction (or any political subdivision thereof) under the Laws by such Borrower, such other Loan Party or of which the Administrative Agent, as or such Lender, applicable lending office or branch or affiliate is organized or is located, or in which the case may be, upon the basis principal executive office of the information and documentation to be delivered pursuant to subsection Administrative Agent or any Lender is located, or any nation within which such jurisdiction located (e) below. or any political subdivision thereof); or (ii) If by reason of any Borrower, any other Loan Party present or former connection between the jurisdiction imposing such tax and the Administrative Agent or such Lender, applicable lending office, branch or affiliate other than a connection arising from the Administrative Agent or such Lender having executed, delivered or performed its obligation under, or received payment under or enforced this Agreement (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by the Code any Laws to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, Taxes from or in respect of any payment, then (A) sum payable under any Loan Document to the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) belowany Lender, (Bi) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Borrower or such other Loan Party, as the case may be, shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section) yield to the Administrative Agent, Agent and such Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction deductions been made. , (ii) the Borrower shall make such deductions, (iii) If any Borrower, any other Loan Party or the Administrative Agent Borrower shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority taxation authority or other authority in accordance with such applicable Laws, and (Civ) within 30 days after the date of such payment, the Borrower shall furnish to the extent Administrative Agent (which shall forward the same to such Lender) the original or a certified copy of a receipt evidencing payment thereof; provided, however, that Borrower shall be entitled to deduct and withhold any Taxes and shall not be required to increase any such amounts payable to any Lender with respect to Taxes (i) that are directly attributable to such Lender’s failure to comply with the requirements of Section 10.15 of this Agreement and (ii) that are U.S. withholding taxes required on amounts payable to such Lender at the time such Lender becomes a party to this Agreement. (b) In addition, the Borrower agrees to pay any and all present or deduction is future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made on account of Indemnified Taxes 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 sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after required to pay any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums from or in respect of any sum payable under this Section 3.01) any Loan Document to the Administrative AgentAgent or any Lender, Lender the Borrower shall also pay to the Administrative Agent or L/C Issuerto such Lender, as the case may be, receives an but without duplication in respect of any other such amounts payable hereunder, at the time interest is paid, such additional amount equal that the Administrative Agent or such Lender specifies is necessary to preserve the sum it after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) that the Administrative Agent or such Lender would have received if such Taxes or Other Taxes had not been imposed. (d) The Borrower agrees to indemnify the Administrative Agent and each Lender for (i) 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) paid by the Administrative Agent and such Lender, (ii) amounts payable under Section 3.01(c) and (iii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Payment under this subsection (d) shall be made within 30 days after the date the Lender or the Administrative Agent makes a demand therefor. (e) Any Lender claiming any additional amounts payable pursuant to this Section 3.01 shall use its reasonable best efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its lending office, if the making of such a change would avoid the need for, or reduce the amount of, any such additional amounts which may thereafter accrue and would not, in the reasonable judgment of such Lender, be disadvantageous to such Lender. (f) Each Lender (and the Administrative Agent with respect to payments to the Administrative Agent for its own account) agrees that (i) it will take all reasonable actions by all usual means to maintain all exemptions, if any, available to it from United States withholding taxes (whether available by treaty, existing administrative waiver, by virtue of the location or any Lender’s lending office) and (ii) otherwise cooperate with the Borrower to minimize amounts payable by it under this Section 3.01; provided, however, the Lenders and the Administrative Agent shall not be obligated by reason of this Section 3.01(f) to contest the payment of any Taxes or Other Taxes or to disclose any information regarding its tax affairs or tax computations or reorder its tax or other affairs or tax or other planning. Subject to the foregoing, to the extent the Borrower pays sums pursuant to this Section 3.01 and any Lender or the Administrative Agent receives a refund of any or all of such sums, such refund shall be applied to reduce any amounts then due and owing under this Agreement or, to the extent that no amounts are due and owing under this Agreement at the time such withholding or deduction been maderefunds are received, the party receiving such refund shall promptly pay over all such refunded sums to the Borrower, provided that no Default is in existence at such time.

Taxes Yield Protection and Illegality. 3.01 Taxes. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of the Borrowers or any other Loan Party Company hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction deduction or withholding for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws require any Borrower, any other Loan Party or (as determined in the good faith discretion of the Administrative Agent to withhold or deduct the Company) requires the deduction or withholding of any TaxTax from any such payment by the Administrative Agent or the Company, such Tax then the Administrative Agent or the Company shall be withheld entitled to make such deduction or deducted in accordance with such Laws by such Borrower, such other Loan Party or the Administrative Agent, as the case may bewithholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Borrower, any other Loan Party the Company or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Borrower or such other Loan Party, as the case may be, Company shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this SectionSection 3.01) the Administrative Agent, Lender or L/C Issuer, as the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made. (iii) If any Borrower, any other Loan Party the Company or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party the Company or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party the Company or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party Company shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section 3.01) the Administrative Agent, Lender or L/C Issuer, as the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.