Common use of U.S. Taxes Clause in Contracts

U.S. Taxes. (a) Any and all payments by the Borrower hereunder shall be made, in accordance with Section 2.16, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto imposed by the United States or any political subdivision thereof, excluding taxes imposed on the net income of the Administrative Agent or any Bank (or Transferee) and franchise taxes of the Administrative Agent or any Bank (or Transferee), as applicable, as a result of a connection between the jurisdiction imposing such taxes and the Administrative Agent or such Bank (or Transferee), as applicable, other than a connection arising solely from the Administrative Agent or such Bank (or Transferee), as applicable, having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Non-Excluded Taxes"). If the Borrower shall be required by law to deduct any Non-Excluded Taxes from or in respect of any sum payable hereunder to the Banks (or any Transferee) or the Administrative Agent, (i) the sum payable shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.17) such Bank (or Transferee) or the Administrative Agent (as the case may be) shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable law; provided, however, that no Transferee of any Bank shall be entitled to receive any greater payment under this Section 2.17 than such Bank would have been entitled to receive with respect to the rights assigned, participated or otherwise transferred unless such assignment, participation or transfer shall have been made at a time when the circumstances giving rise to such greater payment did not exist. (b) In addition, the Borrower agrees to bear and to pay to the relevant Governmental Authority in accordance with applicable law any current or future stamp or documentary taxes or any other similar excise taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery, registration or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document and any property taxes that arise from the enforcement of this Agreement or any other Loan Document ("Other Taxes"). (c) The Borrower will indemnify each Bank (or Transferee) and each Agent for the full amount of Non- Excluded Taxes and Other Taxes (including Non-Excluded Taxes or Other Taxes imposed on amounts payable under this Section 2.17) paid by such Bank (or Transferee) or such Agent, as the case may be, and any liability (including penalties, interest and expenses (including reasonable attorney's fees and expenses)) arising therefrom or with respect thereto. A certificate as to the amount of such payment or liability prepared by a Bank or Agent, or the Administrative Agent on behalf of such Bank or Agent, absent manifest error, shall be final, conclusive and binding for all purposes. Such indemnification shall be made within 30 days after the date the Bank (or Transferee) or the Agent, as the case may be, makes written demand therefor. (d) Within 30 days after the date of any payment of Non-Excluded Taxes or Other Taxes by the Borrower to the relevant Governmental Authority, the Borrower will furnish to the Administrative Agent, at its address referred to on the signature page, the original or a certified copy of a receipt issued by such Governmental Authority evidencing payment thereof. (e) At the time it becomes a party to this Agreement or a Transferee, each Bank (or Transferee) that is organized under the laws of a jurisdiction outside the United States shall (in the case of a Transferee, subject to the immediately succeeding sentence) deliver to the Borrower either a valid and currently effective Internal Revenue Service Form 1001 or Form 4224 or, in the case of a Bank (or Transferee) claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest", a Form W-8, or any subsequent version thereof or successors thereto, (and if such Bank (or Transferee) delivers a Form W-8, a certificate representing that such Bank (or Transferee) is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such Bank (or Transferee) establishing that such payment is (i) not subject to United States Federal withholding tax under the Code because such payment is effectively connected with the conduct by such Bank (or Transferee) of a trade or business in the United States or (ii) totally exempt from (or in case of a Transferee, entitled to a reduced rate of) United States Federal withholding tax. Notwithstanding any other provision of this Section 2.17(e), no Transferee shall be required to deliver any form pursuant to this Section 2.17(e) that such Transferee is not legally able to deliver. In addition, each Bank (or Transferee) shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered, but only, in such case, to the extent such Bank (or Transferee) is legally able to do so. (f) Notwithstanding anything to the contrary contained in this Section 2.17, the Borrower shall not be required to pay any additional amounts to any Bank (or Transferee) in respect of United States Federal withholding tax pursuant to paragraph (a) above if the obligation to pay such additional amounts would not have arisen but for a failure by such Bank (or Transferee) to comply with the provisions of paragraph (e) above. (g) Any Bank (or Transferee) claiming any additional amounts payable pursuant to this Section 2.17 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole determination of such Bank, be otherwise disadvantageous to such Bank (or Transferee). (h) Without prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in this Section 2.17 shall survive the payment in full of the principal of and interest on all Loans made hereunder. (i) Nothing contained in this Section 2.17 shall require any Bank (or Transferee) or the Administrative Agent to make available any of its income tax returns (or any other information that it deems to be confidential or proprietary).

U.S. Taxes. (a) Any and all All payments made by the any Borrower hereunder under this Agreement or any Note shall be made, in accordance with Section 2.16, made free and clear of of, and without deduction or withholding for or on account of, any and all present or future income, stamp or other taxes, levies, imposts, deductionsduties, charges charges, fees, deductions or withholdings, and all liabilities with respect thereto imposed now or hereafter imposed, levied, collected, withheld or assessed by the United States or any political subdivision thereofGovernmental Authority, excluding all present and future income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the net income of the Administrative Agent or any Bank (or Transferee) and franchise taxes of the Administrative Agent or any Bank (or Transferee), as applicable, as a result of a present or former connection between the jurisdiction imposing such taxes and the Administrative Agent or such Bank and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (or Transferee), as applicable, other than a any such connection arising solely from the Administrative Agent or such Bank (or Transferee), as applicable, having executed, delivered, delivered or performed its obligations or received a payment under, or enforced, this Agreement (all or any Note). If any such nonexcluded non-excluded taxes, levies, imposts, deductionsduties, charges, fees, deductions or withholdings and liabilities being hereinafter referred to as ("Non-Excluded Taxes"). If ) are required to be withheld from any amounts payable to the Administrative Agent or any Bank hereunder or under any Note, the amounts so payable to the Administrative Agent or such Bank shall be increased to the extent necessary to yield to the Administrative Agent or such Bank (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified on this Agreement, provided, however, that a Borrower shall not be required by law to deduct increase any such amounts payable to any Bank that is not organized under the laws of the U.S. or a state thereof if such Bank fails to comply with the requirements of paragraph (b) of this Section. Whenever any Non-Excluded Taxes from or in respect of any sum are payable hereunder by a Borrower, as promptly as possible thereafter, such Borrower shall send to the Banks (or any Transferee) or the Administrative Agent, (i) the sum payable shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.17) such Bank (or Transferee) or the Administrative Agent (for its own account or for the account of such Bank, as the case may be) shall receive , a certified copy of an amount equal original official receipt received by such Borrower showing payment thereof. If a Borrower fails to pay any Non-Excluded Taxes when due to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant appropriate taxing authority or fails to remit to the Administrative agent the required receipts or other Governmental Authority in accordance with applicable law; providedrequired documentary evidence, howeversuch Borrower shall indemnify the Administrative Agent and the Banks for any incremental taxes, interest or penalties that no Transferee may become payable by the Administrative Agent or any Bank as a result of any Bank shall be entitled to receive any greater payment under such failure. The agreements in this Section 2.17 than such Bank would have been entitled to receive with respect to shall survive the rights assigned, participated or otherwise transferred unless such assignment, participation or transfer shall have been made at a time when termination of this Agreement and the circumstances giving rise to such greater payment did not existof the Loans and all other amounts payable hereunder. (b) In addition, Each Bank that is not incorporated under the Borrower agrees to bear and to pay laws of the U.S. or a state thereof shall: (i) deliver to the relevant Governmental Authority in accordance with applicable law any current Investment Adviser and the Administrative Agent (A) two duly completed copies of U.S. Internal Revenue Service Form 1001 or future stamp or documentary taxes or any other similar excise taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery, registration or enforcement of4224, or otherwise with respect to, this Agreement or any other Loan Document and any property taxes that arise from the enforcement of this Agreement or any other Loan Document ("Other Taxes"). (c) The Borrower will indemnify each Bank (or Transferee) and each Agent for the full amount of Non- Excluded Taxes and Other Taxes (including Non-Excluded Taxes or Other Taxes imposed on amounts payable under this Section 2.17) paid by such Bank (or Transferee) or such Agentsuccessor applicable form, as the case may be, and any liability (including penalties, interest B) and expenses (including reasonable attorney's fees and expenses)) arising therefrom Internal Revenue Service From W-8 or with respect thereto. A certificate as to the amount of such payment or liability prepared by a Bank or AgentW-9, or the Administrative Agent on behalf of such Bank or Agent, absent manifest error, shall be final, conclusive and binding for all purposes. Such indemnification shall be made within 30 days after the date the Bank (or Transferee) or the Agentsuccessor applicable form, as the case may be; (ii) deliver to the Investment Adviser and the Administrative Agent two further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Investment Adviser; and (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Investment Adviser or the Administrative Agent; unless in any such case an event (including, makes written demand thereforwithout limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Bank from duly completing and delivering any such form with respect to it and such Bank so advises the Investment Adviser and the Administrative Agent. Such Bank shall certify (A) in the case of a Form 1001 or 4224, that it is entitled to receive payments under this Agreement without deduction or withholding of any U.S. federal income taxes and (B) in the case of a Form W-8 or W-9, that it is entitled to an exemption from U.S. backup withholding tax. Each Person that shall be subject to an assignment or participation pursuant to Section 11.6 hereof shall, upon the effectiveness of the related transfer, be required to provide all of the forms and statements required pursuant to this Section 5, provided that in the case of a Person subject to a participation, such Person shall furnish all required forms and statements to the Bank from which the related participation shall have been purchased. (dc) Within 30 days after the date of If any payment Bank shall receive a credit or refund from a taxing authority with respect to, and actually resulting from, an amount of Non-Excluded Taxes actually paid to or Other Taxes on behalf of such Bank by a Borrower (a "Tax Credit"), such Bank shall promptly pay to such Borrower the Borrower to the relevant Governmental Authority, the Borrower will furnish to the Administrative Agent, at its address referred to on the signature page, the original or a certified copy of a receipt issued by such Governmental Authority evidencing payment thereof. (e) At the time it becomes a party to this Agreement or a Transferee, each Bank (or Transferee) that is organized under the laws of a jurisdiction outside the United States shall (in the case of a Transferee, subject to the immediately succeeding sentence) deliver to the Borrower either a valid and currently effective Internal Revenue Service Form 1001 or Form 4224 or, in the case of a Bank (or Transferee) claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code amount so received with respect to payments the Tax Credit. If such Tax Credit is not received by such Bank in the form of "portfolio interest"cash, such Bank shall pay the amount of such Tax Credit not later than the time prescribed by applicable law for filing the return (including extensions of time) for such Bank's taxable period which includes the period in which such Bank receives the economic benefit of such Tax Credit. In any event, the amount of any Tax Credit payable by a Bank to a Borrower pursuant to this clause (c) shall not exceed the actual amount of cash refunded to, or credits received and usable (in accordance with the actual practices then in use by such Bank) by, such Bank from a taxing authority. In determining the amount of any Tax Credit, a Form W-8, or any subsequent version thereof or successors thereto, (Bank may use such apportionments and attribution rules as such bank customarily employs in allocating taxes among its various operations and income sources and such determination shall be conclusive absent manifest error. Each Borrower further agrees promptly to return to a Bank the amount paid to such Borrower with respect to a Tax Credit by such Bank if such Bank (is caused to repay, or Transferee) delivers a Form W-8is determined to be ineligible for, a certificate representing that Tax Credit for such Bank (or Transferee) is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such Bank (or Transferee) establishing that such payment is (i) not subject to United States Federal withholding tax under the Code because such payment is effectively connected with the conduct by such Bank (or Transferee) of a trade or business in the United States or (ii) totally exempt from (or in case of a Transferee, entitled to a reduced rate of) United States Federal withholding taxamount. Notwithstanding any other provision of this Section 2.17(e), no Transferee shall be required to deliver any form pursuant to this Section 2.17(e) that such Transferee is not legally able to deliver. In addition, each Bank (or Transferee) shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered, but only, in such case, to the extent such Bank (or Transferee) is legally able to do so. (f) Notwithstanding anything to the contrary contained in this Section 2.17, the Borrower shall not be required to pay any additional amounts to any Bank (or Transferee) in respect of United States Federal withholding tax pursuant to paragraph (a) above if the obligation to pay such additional amounts would not have arisen but for a failure by such Bank (or Transferee) to comply with the provisions of paragraph (e) above. (g) Any Bank (or Transferee) claiming any additional amounts payable pursuant to this Section 2.17 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole determination of such Bank, be otherwise disadvantageous to such Bank (or Transferee). (h) Without prejudice to the survival of any other agreement contained herein, the agreements each Borrower hereby acknowledges and obligations contained in this Section 2.17 shall survive the payment in full of the principal of and interest on all Loans made hereunder.agrees that (i) Nothing contained in this Section 2.17 shall require any Bank (or Transferee) or neither the Administrative Agent nor any Bank shall be obligated to make available provide such Borrower with details of the tax position of the Administrative Agent or such Bank (as the case may be) and (ii) such Borrower shall have no right to inspect any records (including tax returns) of its income tax returns the Administrative Agent or such Bank (or any other information that it deems to be confidential or proprietaryas the case may be).

U.S. Taxes. (a) Any The Borrowers jointly and all payments by severally agree to pay to each Lender that is not a U.S. Person such additional amounts as are necessary in order that the Borrower net payment of any amount due to such non-U.S. Person hereunder shall be made, in accordance with Section 2.16, free and clear of and without after deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto imposed by the United States or any political subdivision thereof, excluding taxes imposed on the net income of the Administrative Agent or any Bank (or Transferee) and franchise taxes of the Administrative Agent or any Bank (or Transferee), as applicable, as a result of a connection between the jurisdiction imposing such taxes and the Administrative Agent or such Bank (or Transferee), as applicable, other than a connection arising solely from the Administrative Agent or such Bank (or Transferee), as applicable, having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Non-Excluded Taxes"). If the Borrower shall be required by law to deduct any Non-Excluded Taxes from or withholding in respect of any sum payable hereunder U.S. Taxes imposed with respect to the Banks such payment (or any Transferee) or in lieu thereof, payment of such U.S. Taxes by such non-U.S. Person), will not be less than the Administrative Agentamount stated herein to be then due and payable, provided -------- that the foregoing obligation to pay such additional amounts shall not apply: Credit Agreement ---------------- (i) to any payment to any Lender hereunder (other than in respect of any Registered Loan) unless such Lender is, on the sum payable shall date hereof (or on the date it becomes a Lender hereunder as provided in Section 11.06(b) hereof) and on the date of any change in the Applicable Lending Office of such Lender, either entitled to submit a Form 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be increased received by it hereunder in respect of the amount necessary so Loans) or Form 4224 (relating to all interest to be received by such Lender hereunder in respect of the Loans), (ii) to any payment to any Lender hereunder in respect of a Registered Loan (a "Registered Holder"), unless such Registered Holder (or, ----------------- if such Registered Holder is not the beneficial owner of such Registered Loan, the beneficial owner thereof) is, on the date hereof (or on the date such Registered Holder becomes a Lender as provided in Section 11.06(b) hereof) and on the date of any change in the Applicable Lending Office of such Lender, entitled to submit a Form W-8, together with an annual certificate stating that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.17x) such Bank Registered Holder (or Transfereebeneficial owner, as the case may be) is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, and (y) such Registered Holder (or the Administrative Agent (beneficial owner, as the case may be) shall receive an amount equal to promptly notify the sum it would have received had no Borrowers if at any time, such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable law; provided, however, that no Transferee of any Bank shall be entitled to receive any greater payment under this Section 2.17 than such Bank would have been entitled to receive with respect to the rights assigned, participated or otherwise transferred unless such assignment, participation or transfer shall have been made at a time when the circumstances giving rise to such greater payment did not exist. (b) In addition, the Borrower agrees to bear and to pay to the relevant Governmental Authority in accordance with applicable law any current or future stamp or documentary taxes or any other similar excise taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery, registration or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document and any property taxes that arise from the enforcement of this Agreement or any other Loan Document ("Other Taxes"). (c) The Borrower will indemnify each Bank Registered Holder (or Transferee) and each Agent for the full amount of Non- Excluded Taxes and Other Taxes (including Non-Excluded Taxes or Other Taxes imposed on amounts payable under this Section 2.17) paid by such Bank (or Transferee) or such Agentbeneficial owner, as the case may be, and any liability (including penalties, interest and expenses (including reasonable attorney's fees and expenses)) arising therefrom or with respect thereto. A determines that it is no longer in a position to provide such certificate as to the amount Borrowers (or any other form of certification adopted by the relevant taxing authorities of the United States of America for such purposes), or (iii) to any U.S. Taxes imposed solely by reason of the failure by such non-U.S. Person (or, if such non-U.S. Person is not the beneficial owner of the relevant Loan, such beneficial owner) to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of such payment or liability prepared by a Bank or Agent, or the Administrative Agent on behalf of such Bank or Agent, absent manifest error, shall be final, conclusive and binding for all purposes. Such indemnification shall be made within 30 days after the date the Bank non-U.S. Person (or Transferee) or the Agentbeneficial owner, as the case may be, makes written demand therefor. (d) Within 30 days after the date if such compliance is required by statute or regulation of any payment of Non-Excluded Taxes or Other Taxes by the Borrower to the relevant Governmental Authority, the Borrower will furnish to the Administrative Agent, at its address referred to on the signature page, the original or a certified copy of a receipt issued by such Governmental Authority evidencing payment thereof. (e) At the time it becomes a party to this Agreement or a Transferee, each Bank (or Transferee) that is organized under the laws of a jurisdiction outside the United States shall (in the case of America as a Transferee, subject precondition to the immediately succeeding sentence) deliver to the Borrower either a valid and currently effective Internal Revenue Service Form 1001 relief or Form 4224 or, in the case of a Bank (or Transferee) claiming exemption from such U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest", a Form W-8, or any subsequent version thereof or successors thereto, (and if such Bank (or Transferee) delivers a Form W-8, a certificate representing that such Bank (or Transferee) is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such Bank (or Transferee) establishing that such payment is (i) not subject to United States Federal withholding tax under the Code because such payment is effectively connected with the conduct by such Bank (or Transferee) of a trade or business in the United States or (ii) totally exempt from (or in case of a Transferee, entitled to a reduced rate of) United States Federal withholding tax. Notwithstanding any other provision of this Section 2.17(e), no Transferee shall be required to deliver any form pursuant to this Section 2.17(e) that such Transferee is not legally able to deliver. In addition, each Bank (or Transferee) shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered, but only, in such case, to the extent such Bank (or Transferee) is legally able to do soTaxes. (f) Notwithstanding anything to the contrary contained in this Section 2.17, the Borrower shall not be required to pay any additional amounts to any Bank (or Transferee) in respect of United States Federal withholding tax pursuant to paragraph (a) above if the obligation to pay such additional amounts would not have arisen but for a failure by such Bank (or Transferee) to comply with the provisions of paragraph (e) above. (g) Any Bank (or Transferee) claiming any additional amounts payable pursuant to this Section 2.17 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole determination of such Bank, be otherwise disadvantageous to such Bank (or Transferee). (h) Without prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in this Section 2.17 shall survive the payment in full of the principal of and interest on all Loans made hereunder. (i) Nothing contained in this Section 2.17 shall require any Bank (or Transferee) or the Administrative Agent to make available any of its income tax returns (or any other information that it deems to be confidential or proprietary).

U.S. Taxes. (a) Any and all payments by the Borrower hereunder shall be made, in accordance with Section 2.16, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto imposed by the United States or any political subdivision thereof, excluding taxes imposed on the net income of the Administrative an Agent or any Bank Lender (or Transferee) and franchise taxes of the Administrative an Agent or any Bank Lender (or Transferee), as applicable, as a result of a connection between the jurisdiction imposing such taxes and the Administrative such Agent or such Bank Lender (or Transferee), as applicable, other than a connection arising solely from the Administrative such Agent or such Bank Lender (or Transferee), as applicable, having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Non-Excluded Taxes"). If the Borrower shall be required by law to deduct any Non-Excluded Taxes from or in respect of any sum payable hereunder to the Banks Lenders (or any Transferee) or the Administrative an Agent, (i) the sum payable shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.17) such Bank Lender (or Transferee) or the Administrative an Agent (as the case may be) shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable law; provided, however, that no Transferee of any Bank Lender shall be entitled to receive any greater payment under this Section 2.17 than such Bank Lender would have been entitled to receive with respect to the rights assigned, participated or otherwise transferred unless such assignment, participation or transfer shall have been made at a time when the circumstances giving rise to such greater payment did not exist. (b) In addition, the Borrower agrees to bear and to pay to the relevant Governmental Authority in accordance with applicable law any current or future stamp or documentary taxes or any other similar excise taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery, registration or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document and any property taxes that arise from the enforcement of this Agreement or any other Loan Document ("Other Taxes"). (c) The Borrower will indemnify each Bank Lender (or Transferee) and each Agent for the full amount of Non- Excluded Taxes and Other Taxes (including Non-Excluded Taxes or Other Taxes imposed on amounts payable under this Section 2.17) paid by such Bank Lender (or Transferee) or such Agent, as the case may be, and any liability (including penalties, interest and expenses (including reasonable attorney's fees and expenses)) arising therefrom or with respect thereto. A certificate as to the amount of such payment or liability prepared by a Bank Lender or Agent, or the Administrative Agent on behalf of such Bank Lender or Agent, absent manifest error, shall be final, conclusive and binding for all purposes. Such indemnification shall be made within 30 days after the date the Bank such Lender (or Transferee) or the such Agent, as the case may be, makes written demand therefor. (d) Within 30 days after the date of any payment of Non-Excluded Taxes or Other Taxes by the Borrower to the relevant Governmental Authority, the Borrower will furnish to the Administrative Agent, at its address referred to on the signature page, the original or a certified copy of a receipt issued by such Governmental Authority evidencing payment thereof. (e) At the time it becomes a party to this Agreement or a Transferee, each Bank Lender (or Transferee) that is organized under the laws of a jurisdiction outside the United States shall (in the case of a Transferee, subject to the immediately succeeding sentence) deliver to the Borrower either a valid and currently effective Internal Revenue Service Form 1001 or Form 4224 or, in the case of a Bank Lender (or Transferee) claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest", a Form W-8W- 8, or any subsequent version thereof or successors thereto, (and if such Bank Lender (or Transferee) delivers a Form W-8, a certificate representing that such Bank Lender (or Transferee) is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such Bank Lender (or Transferee) establishing that such payment is (i) not subject to United States Federal withholding tax under the Code because such payment is effectively connected with the conduct by such Bank Lender (or Transferee) of a trade or business in the United States or (ii) totally exempt from (or in case of a Transferee, entitled to a reduced rate of) United States Federal withholding tax. Notwithstanding any other provision of this Section 2.17(e), no Transferee shall be required to deliver any form pursuant to this Section 2.17(e) that such Transferee is not legally able to deliver. In addition, each Bank Lender (or Transferee) shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered, but only, in such case, to the extent such Bank Lender (or Transferee) is legally able to do so. (f) Notwithstanding anything to the contrary contained in this Section 2.17, the Borrower shall not be required to pay any additional amounts to any Bank Lender (or Transferee) in respect of United States Federal withholding tax pursuant to paragraph (a) above if the obligation to pay such additional amounts would not have arisen but for a failure by such Bank Lender (or Transferee) to comply with the provisions of paragraph (e) above. (g) Any Bank Lender (or Transferee) claiming any additional amounts payable pursuant to this Section 2.17 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole determination of such BankLender, be otherwise disadvantageous to such Bank Lender (or Transferee). (h) Without prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in this Section 2.17 shall survive the payment in full of the principal of and interest on all Loans made hereunder. (i) Nothing contained in this Section 2.17 shall require any Bank Lender (or Transferee) or the Administrative Agent to make available any of its income tax returns (or any other information that it deems to be confidential or proprietary).

U.S. Taxes. (a) Any and all payments by The Borrower agrees to pay to each Lender that is not a U.S. Person such additional amounts as are necessary in order that the Borrower net payment of any amount due to such non-U.S. Person hereunder shall be made, in accordance with Section 2.16, free and clear of and without after deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto imposed by the United States or any political subdivision thereof, excluding taxes imposed on the net income of the Administrative Agent or any Bank (or Transferee) and franchise taxes of the Administrative Agent or any Bank (or Transferee), as applicable, as a result of a connection between the jurisdiction imposing such taxes and the Administrative Agent or such Bank (or Transferee), as applicable, other than a connection arising solely from the Administrative Agent or such Bank (or Transferee), as applicable, having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Non-Excluded Taxes"). If the Borrower shall be required by law to deduct any Non-Excluded Taxes from or withholding in respect of any sum payable hereunder U.S. Taxes imposed with respect to the Banks such payment (or any Transferee) or in lieu thereof, payment of such U.S. Taxes by such non-U.S. Person), will not be less than the Administrative Agentamount stated herein to be then due and payable, provided that the foregoing obligation to pay such additional amounts shall not apply: (i) to any payment to any Lender hereunder (other than in respect of any Registered Loan) unless such Lender is, on the sum payable shall date hereof (or on the date it becomes a Lender hereunder as provided in Section 9.6(c) hereof) and on the date of any change in the Applicable Lending Office of such Lender, either entitled to submit a Form 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be increased received by it hereunder in respect of the amount necessary so Loans) or Form 4224 (relating to all interest to be received by such Lender hereunder in respect of the Loans), (ii) to any payment to any Lender hereunder in respect of a Registered Loan (a "Registered Holder"), unless such Registered Holder (or, if such Registered Holder is not the beneficial owner of such Registered Loan, the beneficial owner thereof) is, on the date hereof (or on the date such Registered Holder becomes a Lender as provided in Section 9.6(c) hereof) and on the date of any change in the Applicable Lending Office of such Lender entitled to submit a Form W-8, together with an annual certificate (a "Tax Compliance Certificate") stating that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.17x) such Bank registered Holder (or Transfereebeneficial owner, as the case may be) is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, and (y) such Registered Holder (or the Administrative Agent (beneficial owner, as the case may be) shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) promptly notify the Borrower shall make if at any time, such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable law; provided, however, that no Transferee of any Bank shall be entitled to receive any greater payment under this Section 2.17 than such Bank would have been entitled to receive with respect to the rights assigned, participated or otherwise transferred unless such assignment, participation or transfer shall have been made at a time when the circumstances giving rise to such greater payment did not exist. (b) In addition, the Borrower agrees to bear and to pay to the relevant Governmental Authority in accordance with applicable law any current or future stamp or documentary taxes or any other similar excise taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery, registration or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document and any property taxes that arise from the enforcement of this Agreement or any other Loan Document ("Other Taxes"). (c) The Borrower will indemnify each Bank Registered Holder (or Transferee) and each Agent for the full amount of Non- Excluded Taxes and Other Taxes (including Non-Excluded Taxes or Other Taxes imposed on amounts payable under this Section 2.17) paid by such Bank (or Transferee) or such Agentbeneficial owner, as the case may be, and any liability (including penalties, interest and expenses (including reasonable attorney's fees and expenses)) arising therefrom or with respect thereto. A determines that it is no longer in a position to provide such certificate as to the amount Borrower (or any other form of certification adopted by the relevant taxing authorities of the United States of America for such purposes), or (iii) to any U.S. Taxes imposed solely by reason of the failure by such non-U.S. Person (or, if such non-U.S. Person is not the beneficial owner of the relevant Loan, such beneficial owner) to comply with the applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of such payment or liability prepared by a Bank or Agent, or the Administrative Agent on behalf of such Bank or Agent, absent manifest error, shall be final, conclusive and binding for all purposes. Such indemnification shall be made within 30 days after the date the Bank non-U.S. Person (or Transferee) or the Agentbeneficial owner, as the case may be, makes written demand therefor. (d) Within 30 days after the date if such compliance is required by statute or regulation of any payment of Non-Excluded Taxes or Other Taxes by the Borrower to the relevant Governmental Authority, the Borrower will furnish to the Administrative Agent, at its address referred to on the signature page, the original or a certified copy of a receipt issued by such Governmental Authority evidencing payment thereof. (e) At the time it becomes a party to this Agreement or a Transferee, each Bank (or Transferee) that is organized under the laws of a jurisdiction outside the United States shall (in the case of America as a Transferee, subject precondition to the immediately succeeding sentence) deliver to the Borrower either a valid and currently effective Internal Revenue Service Form 1001 relief or Form 4224 or, in the case of a Bank (or Transferee) claiming exemption from such U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest", a Form W-8, or any subsequent version thereof or successors thereto, (and if such Bank (or Transferee) delivers a Form W-8, a certificate representing that such Bank (or Transferee) is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such Bank (or Transferee) establishing that such payment is (i) not subject to United States Federal withholding tax under the Code because such payment is effectively connected with the conduct by such Bank (or Transferee) of a trade or business in the United States or (ii) totally exempt from (or in case of a Transferee, entitled to a reduced rate of) United States Federal withholding tax. Notwithstanding any other provision of this Section 2.17(e), no Transferee shall be required to deliver any form pursuant to this Section 2.17(e) that such Transferee is not legally able to deliver. In addition, each Bank (or Transferee) shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered, but only, in such case, to the extent such Bank (or Transferee) is legally able to do soTaxes. (f) Notwithstanding anything to the contrary contained in this Section 2.17, the Borrower shall not be required to pay any additional amounts to any Bank (or Transferee) in respect of United States Federal withholding tax pursuant to paragraph (a) above if the obligation to pay such additional amounts would not have arisen but for a failure by such Bank (or Transferee) to comply with the provisions of paragraph (e) above. (g) Any Bank (or Transferee) claiming any additional amounts payable pursuant to this Section 2.17 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole determination of such Bank, be otherwise disadvantageous to such Bank (or Transferee). (h) Without prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in this Section 2.17 shall survive the payment in full of the principal of and interest on all Loans made hereunder. (i) Nothing contained in this Section 2.17 shall require any Bank (or Transferee) or the Administrative Agent to make available any of its income tax returns (or any other information that it deems to be confidential or proprietary).

U.S. Taxes. (a) Any and all All payments made by the any Borrower hereunder under this Agreement or any Note shall be made, in accordance with Section 2.16, made free and clear of of, and without deduction or withholding for or on account of, any and all present resent or future income, stamp or other taxes, levies, imposts, deductionsduties, charges charges, fees, deductions or withholdings, and all liabilities with respect thereto imposed now or hereafter imposed, levied, collected, withheld or assessed by the United States or any political subdivision thereofGovernmental Authority, excluding all present and future income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the net income of the Administrative Agent or any Bank (or Transferee) and franchise taxes of the Administrative Agent or any Bank (or Transferee), as applicable, as a result of a present or former connection between the jurisdiction imposing such taxes and the Administrative Agent or such Bank and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (or Transferee), as applicable, other than a any such connection arising solely from the Administrative Agent or such Bank (or Transferee), as applicable, having executed, delivered, delivered or performed its obligations or received a payment under, or enforced, this Agreement (all or any Note). If any such nonexcluded non-excluded taxes, levies, imposts, deductionsduties, charges, fees, deductions or withholdings and liabilities being hereinafter referred to as ("Non-Excluded Taxes"). If ) are required to be withheld from any amounts payable to the Administrative Agent or any Bank hereunder or under any Note, the amounts so payable to the Administrative Agent or such Bank shall be increased to the extent necessary to yield to the Administrative Agent or such Bank (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified on this Agreement, PROVIDED, HOWEVER, that a Borrower shall not be required by law to deduct increase any such amounts payable to arty Bank that is not organized under the laws of the U.S. or a state thereof if such Bank falls to comply with the requirements of paragraph (b) of this Section. Whenever any Non-Excluded Taxes from or in respect of any sum are payable hereunder by a Borrower, as promptly as possible thereafter, such Borrower shall send to the Banks (or any Transferee) or the Administrative Agent, (i) the sum payable shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.17) such Bank (or Transferee) or the Administrative Agent (for its own account or for the account of such Bank. as the case may be) shall receive . a certified copy of an amount equal original official receipt received by such Borrower showing payment thereof. If a Borrower fails to pay any Non-Excluded Taxes when due to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other Governmental Authority in accordance with applicable law; providedrequired documentary evidence, howeversuch Borrower shall indemnify the Administrative Agent and the Banks for any incremental taxes, interest or penalties that no Transferee may become payable by the Administrative Agent or any Bank as a result of any Bank shall be entitled to receive any greater payment under such failure. The agreements in this Section 2.17 than such Bank would have been entitled to receive with respect to shall survive the rights assigned, participated or otherwise transferred unless such assignment, participation or transfer shall have been made at a time when termination of this Agreement and the circumstances giving rise to such greater payment did not existof the Loans and all other amounts payable hereunder. (b) In addition, Each Bank that is not incorporated under the Borrower agrees to bear and to pay laws of the U.S. or a state thereof shall: (i) deliver to the relevant Governmental Authority in accordance with applicable law any current Investment Adviser and the Administrative Agent (A) two duly completed copies of U.S. Internal Revenue Service Form 1001 or future stamp or documentary taxes or any other similar excise taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery, registration or enforcement of4224, or otherwise with respect to, this Agreement or any other Loan Document and any property taxes that arise from the enforcement of this Agreement or any other Loan Document ("Other Taxes"). (c) The Borrower will indemnify each Bank (or Transferee) and each Agent for the full amount of Non- Excluded Taxes and Other Taxes (including Non-Excluded Taxes or Other Taxes imposed on amounts payable under this Section 2.17) paid by such Bank (or Transferee) or such Agentsuccessor applicable form, as the case may be, and any liability (including penalties, interest B) and expenses (including reasonable attorney's fees and expenses)) arising therefrom Internal Revenue Service From W4 or with respect thereto. A certificate as to the amount of such payment or liability prepared by a Bank or AgentW-9, or the Administrative Agent on behalf of such Bank or Agent, absent manifest error, shall be final, conclusive and binding for all purposes. Such indemnification shall be made within 30 days after the date the Bank (or Transferee) or the Agentsuccessor applicable form, as the case may be; (ii) deliver to the Investment Adviser and the Administrative Agent two further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Investment Adviser; and (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Investment Adviser or the Administrative Agent; unless in any such case an event (including, makes written demand thereforwithout limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Bank from duly completing and delivering any such form with respect to it and such Bank so advises the Investment Adviser and the Administrative Agent. Such Bank shall certify (A) in the case of a Form 1001 or 4224, that it is entitled to receive payments under this Agreement without deduction or withholding of any U.S. federal income taxes and (B) in the case of a Form W-8 or W-9, that it is entitled to an exemption from U.S. backup withholding tax. Each Person that shall be subject to an assignment or participation pursuant to SECTION 11.6 hereof shall, upon the effectiveness of the related transfer, be required to provide all of the forms and statements required pursuant to this SECTION 5, provided that in the case of a Person subject to a participation, such Person shall furnish all required forms and statements to the Bank from which the related participation shall have been purchased. (dc) Within 30 days after the date of If any payment Bank shall receive a credit or refund from a taxing authority with respect to, and actually resulting from, an amount of Non-Excluded Taxes actually paid to or Other Taxes on behalf of such Bank by a Borrower (a "Tax Credit"), such Bank shall promptly pay to such Borrower the Borrower to the relevant Governmental Authority, the Borrower will furnish to the Administrative Agent, at its address referred to on the signature page, the original or a certified copy of a receipt issued by such Governmental Authority evidencing payment thereof. (e) At the time it becomes a party to this Agreement or a Transferee, each Bank (or Transferee) that is organized under the laws of a jurisdiction outside the United States shall (in the case of a Transferee, subject to the immediately succeeding sentence) deliver to the Borrower either a valid and currently effective Internal Revenue Service Form 1001 or Form 4224 or, in the case of a Bank (or Transferee) claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code amount so received with respect to payments of "portfolio interest", a Form W-8, or any subsequent version thereof or successors thereto, (and the Tax Credit if such Bank (or Transferee) delivers a Form W-8, a certificate representing that such Bank (or Transferee) Tax Credit is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed received by such Bank (or Transferee) establishing that such payment is (i) not subject to United States Federal withholding tax under in the Code because such payment is effectively connected with the conduct by form of cash, such Bank shall pay the amount of such Tax Credit not later than the time prescribed by applicable law for filing the return (or Transfereeincluding extensions of time) for such Bank's taxable period which includes the period in which such Bank receives the economic benefit of a trade or business in the United States or (ii) totally exempt from (or in case of a Transferee, entitled to a reduced rate of) United States Federal withholding tax. Notwithstanding any other provision of this Section 2.17(e), no Transferee shall be required to deliver any form pursuant to this Section 2.17(e) that such Transferee is not legally able to deliverTax Credit. In additionany event, each Bank (or Transferee) shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered, but only, in such case, to the extent such Bank (or Transferee) is legally able to do so. (f) Notwithstanding anything to the contrary contained in this Section 2.17, the Borrower shall not be required to pay any additional amounts to any Bank (or Transferee) in respect of United States Federal withholding tax pursuant to paragraph (a) above if the obligation to pay such additional amounts would not have arisen but for a failure by such Bank (or Transferee) to comply with the provisions of paragraph (e) above. (g) Any Bank (or Transferee) claiming any additional amounts payable pursuant to this Section 2.17 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue Tax Credit payable by a Bunk to a Borrower pursuant to this clause (c) shall not exceed the actual amount of cash refunded to, or credits received and would not, usable (in accordance with the sole determination of actual practices then in use by such Bank) by, such Bank from a taxing authority. In determining the amount of any Tax Credit, a Bank may use such apportionments and attribution rules as such bank customarily employs in allocating taxes among its various operations and income sources and such determination shall be otherwise disadvantageous conclusive absent manifest error. Each Borrower further agrees promptly to return to a Bank the amount paid to such Borrower with respect to a Tax Credit by such Bank if such Bank is caused to repay, or is determined to be ineligible for, a Tax Credit for such amount and agrees that (i) neither the Administrative Agent nor any Bank shall be obligated to provide such Borrower with details of the tax position of the Administrative Agent or such Bank (or Transferee). as the case may be) and (hii) Without prejudice such Borrower shall have no right to the survival inspect any records (including tax returns) of any other agreement contained herein, the agreements and obligations contained in this Section 2.17 shall survive the payment in full of the principal of and interest on all Loans made hereunder. (i) Nothing contained in this Section 2.17 shall require any Bank (or Transferee) or the Administrative Agent to make available any of its income tax returns or such Bank (or any other information that it deems to be confidential or proprietaryas the case may be).

U.S. Taxes. (a) Any and all payments by the any Borrower hereunder shall be made, in accordance with Section 2.16, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto imposed by the United States or any political subdivision thereof, excluding taxes imposed on the net income of the Administrative an Agent or any Bank (or Transferee) and franchise taxes of the Administrative an Agent or any Bank (or Transferee), as applicable, as a result of a connection between the jurisdiction imposing such taxes and the Administrative such Agent or such Bank (or Transferee), as applicable, other than a connection arising solely from the Administrative such Agent or such Bank (or Transferee), as applicable, having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Non-Excluded Taxes"). If the any Borrower shall be required by law to deduct any Non-Excluded Taxes from or in respect of any sum payable hereunder to the Banks (or any Transferee) or the Administrative an Agent, (i) the sum payable shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.17) such Bank (or Transferee) or the Administrative an Agent (as the case may be) shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable law; provided, however, that no Transferee of any Bank shall be entitled to receive any greater payment under this Section 2.17 than such Bank would have been entitled to receive with respect to the rights assigned, participated or otherwise transferred unless such assignment, participation or transfer shall have been made at a time when the circumstances giving rise to such greater payment did not exist. (b) In addition, the Borrower agrees Borrowers agree to bear and to pay to the relevant Governmental Authority in accordance with applicable law any current or future stamp or documentary taxes or any other similar excise taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery, registration or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document and any property taxes that arise from the enforcement of this Agreement or any other Loan Document ("Other Taxes"). (c) The Borrower Borrowers will indemnify each Bank (or Transferee) and each Agent for the full amount of Non- Excluded Taxes and Other Taxes (including Non-Excluded Taxes or Other Taxes imposed on amounts payable under this Section 2.17) paid by such Bank (or Transferee) or such Agent, as the case may be, and any liability (including penalties, interest and expenses (including reasonable attorney's fees and expenses)) arising therefrom or with respect thereto. A certificate as to the amount of such payment or liability prepared by a Bank or Agent, or the Administrative Agent on behalf of such Bank or Agent, absent manifest error, shall be final, conclusive and binding for all purposes. Such indemnification shall be made within 30 days after the date the such Bank (or Transferee) or the such Agent, as the case may be, makes written demand therefor. (d) Within 30 days after the date of any payment of Non-Excluded Taxes or Other Taxes by the any Borrower to the relevant Governmental Authority, the such Borrower will furnish to the Administrative Agent, at its address referred to on the signature page, the original or a certified copy of a receipt issued by such Governmental Authority evidencing payment thereof. (e) At the time it becomes a party to this Agreement or a Transferee, each Bank (or Transferee) that is organized under the laws of a jurisdiction outside the United States shall (in the case of a Transferee, subject to the immediately succeeding sentence) deliver to the Borrower Borrowers either a valid and currently effective Internal Revenue Service Form 1001 or Form 4224 or, in the case of a Bank (or Transferee) claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest", a Form W-8, or any subsequent version thereof or successors thereto, (and if such Bank (or Transferee) delivers a Form W-8, a certificate representing that such Bank (or Transferee) is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower Borrowers and is not a controlled foreign corporation related to the Borrower Borrowers (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such Bank (or Transferee) establishing that such payment is (i) not subject to United States Federal withholding tax under the Code because such payment is effectively connected with the conduct by such Bank (or Transferee) of a trade or business in the United States or (ii) totally exempt from (or in case of a Transferee, entitled to a reduced rate of) United States Federal withholding tax. Notwithstanding any other provision of this Section 2.17(e), no Transferee shall be required to deliver any form pursuant to this Section 2.17(e) that such Transferee is not legally able to deliver. In addition, each Bank (or Transferee) shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered, but only, in such case, to the extent such Bank (or Transferee) is legally able to do so. (f) Notwithstanding anything to the contrary contained in this Section 2.17, the no Borrower shall not be required to pay any additional amounts to any Bank (or Transferee) in respect of United States Federal withholding tax pursuant to paragraph (a) above if the obligation to pay such additional amounts would not have arisen but for a failure by such Bank (or Transferee) to comply with the provisions of paragraph (e) above. (g) Any Bank (or Transferee) claiming any additional amounts payable pursuant to this Section 2.17 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Borrower Borrowers or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole determination of such Bank, be otherwise disadvantageous to such Bank (or Transferee). (h) Without prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in this Section 2.17 shall survive the payment in full of the principal of and interest on all Loans made hereunder. (i) Nothing contained in this Section 2.17 shall require any Bank (or Transferee) or the Administrative Agent to make available any of its income tax returns (or any other information that it deems to be confidential or proprietary).

U.S. Taxes. 15.4.1 Notwithstanding anything to the contrary in this Clause 15 (Payments), with respect to Taxes which are imposed or levied by or on behalf of the United States of America or any authority thereof or therein having power to tax, any Obligor which is a U.S. Subsidiary (or any Guarantor of such an Obligor) shall only be under an obligation to gross up any amounts payable or paid by that Obligor hereunder to a Lender that is not a United States Person (or payable or paid by the Facility Agent to such Lender) if: (a) Any and all payments such Lender as soon as practicable, but in any event prior to any payment by the Borrower hereunder shall be madeObligor concerned, in accordance with Section 2.16, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto imposed by the United States or any political subdivision thereof, excluding taxes imposed on the net income of the Administrative Agent or any Bank (or Transferee) and franchise taxes of the Administrative Agent or any Bank (or Transferee), as applicable, as a result of a connection between the jurisdiction imposing such taxes and the Administrative Agent or such Bank (or Transferee), as applicable, other than a connection arising solely from the Administrative Agent or such Bank (or Transferee), as applicable, having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred delivers to as "Non-Excluded Taxes"). If the Borrower shall be required by law to deduct any Non-Excluded Taxes from or in respect of any sum payable hereunder to the Banks (or any Transferee) or the Administrative Agent, that Obligor: (i) the sum payable shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.17) such Bank (or Transferee) or the Administrative Agent (as the case may be) shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions two accurate and (iii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable law; provided, however, that no Transferee complete original signed copies of any Bank shall be entitled to receive any greater payment under this Section 2.17 than such Bank would have been entitled to receive with respect to the rights assigned, participated or otherwise transferred unless such assignment, participation or transfer shall have been made at a time when the circumstances giving rise to such greater payment did not exist. (b) In addition, the Borrower agrees to bear and to pay to the relevant Governmental Authority in accordance with applicable law any current or future stamp or documentary taxes or any other similar excise taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery, registration or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document and any property taxes that arise from the enforcement of this Agreement or any other Loan Document ("Other Taxes"). (c) The Borrower will indemnify each Bank (or Transferee) and each Agent for the full amount of Non- Excluded Taxes and Other Taxes (including Non-Excluded Taxes or Other Taxes imposed on amounts payable under this Section 2.17) paid by such Bank (or Transferee) or such Agent, as the case may be, and any liability (including penalties, interest and expenses (including reasonable attorney's fees and expenses)) arising therefrom or with respect thereto. A certificate as to the amount of such payment or liability prepared by a Bank or Agent, or the Administrative Agent on behalf of such Bank or Agent, absent manifest error, shall be final, conclusive and binding for all purposes. Such indemnification shall be made within 30 days after the date the Bank (or Transferee) or the Agent, as the case may be, makes written demand therefor. (d) Within 30 days after the date of any payment of Non-Excluded Taxes or Other Taxes by the Borrower to the relevant Governmental Authority, the Borrower will furnish to the Administrative Agent, at its address referred to on the signature page, the original or a certified copy of a receipt issued by such Governmental Authority evidencing payment thereof. (e) At the time it becomes a party to this Agreement or a Transferee, each Bank (or Transferee) that is organized under the laws of a jurisdiction outside the United States shall (in the case of a Transferee, subject to the immediately succeeding sentence) deliver to the Borrower either a valid and currently effective Internal Revenue Service Form 1001 W-8ECI or Form 4224 orany successor thereto (including, in the case of a Bank (or Transferee) claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest"without limitation, a Form W-8any substitute form which constitutes, or which includes as part or all thereof, any subsequent version thereof or successors thereto, revised such form) (and if such Bank (or Transferee“Form W-8ECI”) delivers a Form W-8, a certificate representing certifying that such Bank (or Transferee) is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related payments made pursuant to the Borrower (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such Bank (or Transferee) establishing that such payment is (i) not subject to United States Federal withholding tax under the Code because such payment is Financing Documents are effectively connected with the conduct by such Bank (or Transferee) Lender of a trade or business in the United States or of America; or (ii) totally exempt two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN or any successor thereto (including, without limitation, any substitute form which constitutes, or which includes as part or all thereof, any revised such form) (“Form W-8BEN”) claiming complete exemption from withholding with respect to all payments to be made to such Lender under the Financing Documents under an applicable double tax treaty concluded by the United States of America (such Forms W-8BEN to be provided by the Facility Agent to the Lenders on signature of this Agreement); or (iii) such other applicable form prescribed by the Internal Revenue Service certifying as to such Lender’s entitlement to exemption from U.S. withholding tax with respect to all payments to be made by such Lender under the Financing Documents, in each case, indicating that such Lender is on the Signing Date (or, in the case of any Lender becoming a party to this Agreement after the Signing Date, on the date it becomes a party to this Agreement) entitled to receive payments of principal, interest and fees under this Agreement free from any deduction and withholding of US income tax; (b) before or promptly after any occurrence of any event (including the passing of time) requiring a change or re-issuance in the most recent Form W-8ECI or Form W-8BEN or other applicable form previously delivered by such persons and if the delivery of the same be lawful, such Lender delivers to the Obligor concerned two accurate and complete original signed copies of Form W-8ECI or Form W-8BEN or other applicable form in replacement for the forms previously delivered by such Lender; (c) if any forms or documents other than or in addition to the forms referred to above are required or such forms referred to above shall cease to be required in order for any Obligor which is a U.S. Subsidiary or any Guarantor of such an Obligor to make payments of interest under this Agreement without any deduction or withholding on account of U.S. income tax, such Lender as soon as practicable, delivers to the Obligor concerned or any Guarantor of such an Obligor or the relevant tax authority such forms or other similar document notified by any Obligor which is a U.S. Subsidiary or any Guarantor of such an Obligor to such Lender which such Lender can reasonably submit to any relevant tax authority so as to avoid such deduction or withholding to the extent that it is lawful for such Lender to do so. This sub-clause 15.4.1 shall not apply where such obligation to gross up arises as a result of the introduction of or any change in law or regulation or in the official interpretation, administration or application thereof of any relevant tax authority or the amendment, withdrawal, suspension, cancellation or termination of any applicable tax treaty with respect to any Lender, in any such case, after the Signing Date. 15.4.2 Each Lender which is a United States Person shall deliver (through the Facility Agent) to each Obligor which is a U.S. Subsidiary as soon as practicable, but in any event prior to any payment by the Obligor concerned, a statement signed by an authorised signatory of such Lender to the effect that it is a United States Person and, if necessary in order to avoid United States backup withholding, a duly completed copy of Internal Revenue Service Form W-9 (or in case of a Transferee, entitled any successor thereto) establishing that such Lender is not subject to a reduced rate of) United States Federal withholding tax. Notwithstanding any other provision backup withholding. 15.4.3 The Facility Agent shall have no responsibility or liability for and no obligation to check the accuracy or appropriateness of this Section 2.17(e), no Transferee shall be required to deliver any form or statement delivered by any Lender pursuant to this Section 2.17(e) that such Transferee is not legally able to deliver. In addition, each Bank (or Transferee) shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered, but only, in such case, to the extent such Bank (or Transferee) is legally able to do soClause 15.4. (f) Notwithstanding anything to the contrary contained in this Section 2.17, the Borrower shall not be required to pay any additional amounts to any Bank (or Transferee) in respect of United States Federal withholding tax pursuant to paragraph (a) above if the obligation to pay such additional amounts would not have arisen but for a failure by such Bank (or Transferee) to comply with the provisions of paragraph (e) above. (g) Any Bank (or Transferee) claiming any additional amounts payable pursuant to this Section 2.17 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole determination of such Bank, be otherwise disadvantageous to such Bank (or Transferee). (h) Without prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in this Section 2.17 shall survive the payment in full of the principal of and interest on all Loans made hereunder. (i) Nothing contained in this Section 2.17 shall require any Bank (or Transferee) or the Administrative Agent to make available any of its income tax returns (or any other information that it deems to be confidential or proprietary).

U.S. Taxes. (a) Any and all All payments made by the any Borrower hereunder under this Agreement or any Note shall be made, in accordance with Section 2.16, made free and clear of of, and without deduction or withholding for or on account of, any and all present resent or future income, stamp or other taxes, levies, imposts, deductionsduties, charges charges, fees, deductions or withholdings, and all liabilities with respect thereto imposed now or hereafter imposed, levied, collected, withheld or assessed by the United States or any political subdivision thereofGovernmental Authority, excluding all present and future income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the net income of the Administrative Agent or any Bank (or Transferee) and franchise taxes of the Administrative Agent or any Bank (or Transferee), as applicable, as a result of a present or former connection between the jurisdiction imposing such taxes and the Administrative Agent or such Bank and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (or Transferee), as applicable, other than a any such connection arising solely from the Administrative Agent or such Bank (or Transferee), as applicable, having executed, delivered, delivered or performed its obligations or received a payment under, or enforced, this Agreement (all or any Note). If any such nonexcluded non-excluded taxes, levies, imposts, deductionsduties, charges, fees, deductions or withholdings and liabilities being hereinafter referred to as ("Non-Excluded Taxes"). If ) are required to be withheld from any amounts payable to the Administrative Agent or any Bank hereunder or under any Note, the amounts so payable to the Administrative Agent or such Bank shall be increased to the extent necessary to yield to the Administrative Agent or such Bank (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified on this Agreement, PROVIDED, HOWEVER, that a Borrower shall not be required by law to deduct increase any such amounts payable to arty Bank that is not organized under the laws of the U.S. or a state thereof if such Bank falls to comply with the requirements of paragraph (b) of this Section. Whenever any Non-Excluded Taxes from or in respect of any sum are payable hereunder by a Borrower, as promptly as possible thereafter, such Borrower shall send to the Banks (or any Transferee) or the Administrative Agent, (i) the sum payable shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.17) such Bank (or Transferee) or the Administrative Agent (for its own account or for the account of such Bank. as the case may be) shall receive . a certified copy of an amount equal original official receipt received by such Borrower showing payment thereof. If a Borrower fails to pay any Non-Excluded Taxes when due to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other Governmental Authority in accordance with applicable law; providedrequired documentary evidence, howeversuch Borrower shall indemnify the Administrative Agent and the Banks for any incremental taxes, interest or penalties that no Transferee may become payable by the Administrative Agent or any Bank as a result of any Bank shall be entitled to receive any greater payment under such failure. The agreements in this Section 2.17 than such Bank would have been entitled to receive with respect to shall survive the rights assigned, participated or otherwise transferred unless such assignment, participation or transfer shall have been made at a time when termination of this Agreement and the circumstances giving rise to such greater payment did not existof the Loans and all other amounts payable hereunder. (b) In addition, Each Bank that is not incorporated under the Borrower agrees to bear and to pay laws of the U.S. or a state thereof shall: (i) deliver to the relevant Governmental Authority in accordance with applicable law any current Investment Adviser and the Administrative Agent (A) two duly completed copies of U.S. Internal Revenue Service Form 1001 or future stamp or documentary taxes or any other similar excise taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery, registration or enforcement of4224, or otherwise with respect to, this Agreement or any other Loan Document and any property taxes that arise from the enforcement of this Agreement or any other Loan Document ("Other Taxes"). (c) The Borrower will indemnify each Bank (or Transferee) and each Agent for the full amount of Non- Excluded Taxes and Other Taxes (including Non-Excluded Taxes or Other Taxes imposed on amounts payable under this Section 2.17) paid by such Bank (or Transferee) or such Agentsuccessor applicable form, as the case may be, and any liability (including penalties, interest B) and expenses (including reasonable attorney's fees and expenses)) arising therefrom Internal Revenue Service From W4 or with respect thereto. A certificate as to the amount of such payment or liability prepared by a Bank or AgentW-9, or the Administrative Agent on behalf of such Bank or Agent, absent manifest error, shall be final, conclusive and binding for all purposes. Such indemnification shall be made within 30 days after the date the Bank (or Transferee) or the Agentsuccessor applicable form, as the case may be; (ii) deliver to the Investment Adviser and the Administrative Agent two further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Investment Adviser; and (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Investment Adviser or the Administrative Agent; unless in any such case an event (including, makes written demand thereforwithout limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Bank from duly completing and delivering any such form with respect to it and such Bank so advises the Investment Adviser and the Administrative Agent. Such Bank shall certify (A) in the case of a Form 1001 or 4224, that it is entitled to receive payments under this Agreement without deduction or withholding of any U.S. federal income taxes and (B) in the case of a Form W-8 or W-9, that it is entitled to an exemption from U.S. backup withholding tax. Each Person that shall be subject to an assignment or participation pursuant to SECTION 11.6 hereof shall, upon the effectiveness of the related transfer, be required to provide all of the forms and statements required pursuant to this SECTION 5, provided that in the case of a Person subject to a participation, such Person shall furnish all required forms and statements to the Bank from which the related participation shall have been purchased. (dc) Within 30 days after the date of If any payment Bank shall receive a credit or refund from a taxing authority with respect to, and actually resulting from, an amount of Non-Excluded Taxes actually paid to or Other Taxes on behalf of such Bank by a Borrower (a "Tax Credit"), such Bank shall promptly pay to such Borrower the Borrower to the relevant Governmental Authority, the Borrower will furnish to the Administrative Agent, at its address referred to on the signature page, the original or a certified copy of a receipt issued by such Governmental Authority evidencing payment thereof. (e) At the time it becomes a party to this Agreement or a Transferee, each Bank (or Transferee) that is organized under the laws of a jurisdiction outside the United States shall (in the case of a Transferee, subject to the immediately succeeding sentence) deliver to the Borrower either a valid and currently effective Internal Revenue Service Form 1001 or Form 4224 or, in the case of a Bank (or Transferee) claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code amount so received with respect to payments of "portfolio interest", a Form W-8, or any subsequent version thereof or successors thereto, (and the Tax Credit if such Bank (or Transferee) delivers a Form W-8, a certificate representing that such Bank (or Transferee) Tax Credit is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed received by such Bank (or Transferee) establishing that such payment is (i) not subject to United States Federal withholding tax under in the Code because such payment is effectively connected with the conduct by form of cash, such Bank shall pay the amount of such Tax Credit not later than the time prescribed by applicable law for filing the return (or Transfereeincluding extensions of time) for such Bank's taxable period which includes the period in which such Bank receives the economic benefit of a trade or business in the United States or (ii) totally exempt from (or in case of a Transferee, entitled to a reduced rate of) United States Federal withholding tax. Notwithstanding any other provision of this Section 2.17(e), no Transferee shall be required to deliver any form pursuant to this Section 2.17(e) that such Transferee is not legally able to deliverTax Credit. In additionany event, each Bank (or Transferee) shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered, but only, in such case, to the extent such Bank (or Transferee) is legally able to do so. (f) Notwithstanding anything to the contrary contained in this Section 2.17, the Borrower shall not be required to pay any additional amounts to any Bank (or Transferee) in respect of United States Federal withholding tax pursuant to paragraph (a) above if the obligation to pay such additional amounts would not have arisen but for a failure by such Bank (or Transferee) to comply with the provisions of paragraph (e) above. (g) Any Bank (or Transferee) claiming any additional amounts payable pursuant to this Section 2.17 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue Tax Credit payable by a Bunk to a Borrower pursuant to this clause (c) shall not exceed the actual amount of cash refunded to, or credits received and would not, usable (in accordance with the sole determination of actual practices then in use by such Bank) by, such Bank from a taxing authority. In determining the amount of any Tax Credit, a Bank may use such apportionments and attribution rules as such bank customarily employs in allocating taxes among its various operations and income sources and such determination shall be otherwise disadvantageous conclusive absent manifest error. Each Borrower further agrees promptly to return to a Bank the amount paid to such Borrower with respect to a Tax Credit by such Bank if such Bank is caused to repay, or is determined to be ineligible for, a Tax Credit for such amount and agrees that (i) neither the Administrative Agent nor any Bank shall be obligated to provide such Borrower with details of the tax position of the Administrative Agent or such Bank (or Transferee). as the case may be) and (hii) Without prejudice such Borrower shall have no tight to the survival inspect any records (including tax returns) of any other agreement contained herein, the agreements and obligations contained in this Section 2.17 shall survive the payment in full of the principal of and interest on all Loans made hereunder. (i) Nothing contained in this Section 2.17 shall require any Bank (or Transferee) or the Administrative Agent to make available any of its income tax returns or such Bank (or any other information that it deems to be confidential or proprietaryas the case may be).

U.S. Taxes. (a) Any and all payments by the any Borrower hereunder shall be made, in accordance with Section 2.16, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto imposed by the United States or any political subdivision thereof, excluding taxes imposed on the net income of the Administrative an Agent or any Bank (or Transferee) and franchise taxes of the Administrative an Agent or any Bank (or Transferee), as applicable, as a result of a connection between the jurisdiction imposing such taxes and the Administrative such Agent or such Bank (or Transferee), as applicable, other than a connection arising solely from the Administrative such Agent or such Bank (or Transferee), as applicable, having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Non-Excluded Taxes"). If the any Borrower shall be required by law to deduct any Non-Excluded Taxes from or in respect of any sum payable hereunder to the Banks (or any Transferee) or the Administrative an Agent, (i) the sum payable shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.17) such Bank (or Transferee) or the Administrative an Agent (as the case may be) shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable law; provided, however, that no Transferee of any Bank shall be entitled to receive any greater payment under this Section 2.17 than such Bank would have been entitled to receive with respect to the rights assigned, participated or otherwise transferred unless such assignment, participation or transfer shall have been made at a time when the circumstances giving rise to such greater payment did not exist. (b) In addition, the Borrower agrees Borrowers agree to bear and to pay to the relevant Governmental Authority in accordance with applicable law any current or future stamp or documentary taxes or any other similar excise taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery, registration or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document and any property taxes that arise from the enforcement of this Agreement or any other Loan Document ("Other Taxes"). (c) The Borrower Borrowers will indemnify each Bank (or Transferee) and each Agent for the full amount of Non- Non-Excluded Taxes and Other Taxes (including Non-Excluded Taxes or Other Taxes imposed on amounts payable under this Section 2.17) paid by such Bank (or Transferee) or such Agent, as the case may be, and any liability (including penalties, interest and expenses (including reasonable attorney's fees and expenses)) arising therefrom or with respect thereto. A certificate as to the amount of such payment or liability prepared by a Bank or Agent, or the Administrative Agent on behalf of such Bank or Agent, absent manifest error, shall be final, conclusive and binding for all purposes. Such indemnification shall be made within 30 days after the date the such Bank (or Transferee) or the such Agent, as the case may be, makes written demand therefor. (d) Within 30 days after the date of any payment of Non-Excluded Taxes or Other Taxes by the any Borrower to the relevant Governmental Authority, the such Borrower will furnish to the Administrative Agent, at its address referred to on the signature page, the original or a certified copy of a receipt issued by such Governmental Authority evidencing payment thereof. (e) At the time it becomes a party to this Agreement or a Transferee, each Bank (or Transferee) that is organized under the laws of a jurisdiction outside the United States shall (in the case of a Transferee, subject to the immediately succeeding sentence) deliver to the Borrower Borrowers either a valid and currently effective Internal Revenue Service Form 1001 or Form 4224 or, in the case of a Bank (or Transferee) claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest", a Form W-8, or any subsequent version thereof or successors thereto, (and if such Bank (or Transferee) delivers a Form W-8, a certificate representing that such Bank (or Transferee) is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower Borrowers and is not a controlled foreign corporation related to the Borrower Borrowers (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such Bank (or Transferee) establishing that such payment is (i) not subject to United States Federal withholding tax under the Code because such payment is effectively connected with the conduct by such Bank (or Transferee) of a trade or business in the United States or (ii) totally exempt from (or in case of a Transferee, entitled to a reduced rate of) United States Federal withholding tax. Notwithstanding any other provision of this Section 2.17(e), no Transferee shall be required to deliver any form pursuant to this Section 2.17(e) that such Transferee is not legally able to deliver. In addition, each Bank (or Transferee) shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered, but only, in such case, to the extent such Bank (or Transferee) is legally able to do so. (f) Notwithstanding anything to the contrary contained in this Section 2.17, the no Borrower shall not be required to pay any additional amounts to any Bank (or Transferee) in respect of United States Federal withholding tax pursuant to paragraph (a) above if the obligation to pay such additional amounts would not have arisen but for a failure by such Bank (or Transferee) to comply with the provisions of paragraph (e) above. (g) Any Bank (or Transferee) claiming any additional amounts payable pursuant to this Section 2.17 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Borrower Borrowers or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole determination of such Bank, be otherwise disadvantageous to such Bank (or Transferee). (h) Without prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in this Section 2.17 shall survive the payment in full of the principal of and interest on all Loans made hereunder. (i) Nothing contained in this Section 2.17 shall require any Bank (or Transferee) or the Administrative Agent to make available any of its income tax returns (or any other information that it deems to be confidential or proprietary).

U.S. Taxes. (a) Any and all All payments to be made hereunder by the Borrower hereunder Guarantors shall be mademade without setoff, in accordance counterclaim or other defense. Subject to clause (b) below with Section 2.16respect to U.S. Taxes, all such payments shall be made free and clear of and without deduction for or on account of, any and all present or future income, stamp or other taxes, levies, imposts, deductionsduties, charges charges, fees, deductions or withholdings, and all liabilities with respect thereto imposed now or hereafter imposed, levied, collected, withheld or assessed by the United States or any political subdivision thereof, excluding governmental authority (other than taxes imposed on the net income of the Administrative Agent Agent, any Lender or any Bank (or Transferee) and franchise taxes of the Administrative Agent or any Bank (or Transferee), as applicable, as a result of a connection between its Applicable Lending Office by the jurisdiction imposing such taxes and in which the Administrative Agent or such Bank Lender is organized or has its principal office or in which its Applicable Lending Office is organized or located or, in each case, any political subdivision or taxing authority thereof or therein) (or Transferee)collectively, as applicable, other than a connection arising solely from the Administrative Agent or such Bank (or Transferee), as applicable, having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Non-Excluded Taxes"). If the Borrower any Taxes are imposed and required to be withheld from any amount payable by any Guarantor hereunder, such Guarantor shall be required by law obligated to deduct any Non-Excluded Taxes from or in respect of any sum payable hereunder to the Banks (or any Transferee) or the Administrative Agent, (i) the sum payable shall be increased by the pay such additional amount necessary so that the Agent and the Lenders will receive a net amount (after making giving effect to the payment of such additional amount and to the deduction of all required deductions (including deductions applicable to additional sums payable under this Section 2.17Taxes) such Bank (or Transferee) or the Administrative Agent (as the case may be) shall receive an amount equal to the sum it would have received had no such deductions been madeamount due hereunder, (ii) pay such Taxes to the Borrower shall make such deductions appropriate taxing authority for the account of the Agent, for the benefit of the Lenders and Subsidiary Guarantee and Security Agreement - 5 146 (iii) as promptly as possible thereafter, send the Borrower shall Agent a certified copy of any original official receipt showing payment thereof, together with such additional documentary evidence as the Agent may from time to time reasonably require. If any Guarantor fails to pay the full amount deducted any Taxes when due to the relevant appropriate taxing authority or fails to remit to the Agent the required receipts or other Governmental Authority in accordance with applicable law; providedrequired documentary evidence, however, that no Transferee of any Bank such Guarantor shall be entitled obligated to receive indemnify the Agent and each Lender for any greater payment incremental taxes, interest or penalties that may become payable by the Agent or such Lender as a result of such failure. The obligations of the Guarantors under this Section 2.17 than such Bank would have been entitled to receive with respect to 2.10(a) shall survive the rights assigned, participated or otherwise transferred unless such assignment, participation or transfer shall have been made at a time when repayment of the circumstances giving rise to such greater payment did not existLoans and the termination of the commitments under the Credit Agreement. (b) In addition, the Borrower agrees to bear and The Guarantors agree to pay to each Lender that is not a U.S. Person such additional amounts as are necessary in order that the relevant Governmental Authority in accordance with applicable law net payment of any current or future stamp or documentary taxes or any other similar excise taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery, registration or enforcement of, or otherwise with respect to, amount due to such non-U.S. Person under this Agreement after deduction for or any other Loan Document and any property taxes that arise from the enforcement of this Agreement or any other Loan Document ("Other Taxes"). (c) The Borrower will indemnify each Bank (or Transferee) and each Agent for the full amount of Non- Excluded Taxes and Other Taxes (including Non-Excluded Taxes or Other Taxes imposed on amounts payable under this Section 2.17) paid by such Bank (or Transferee) or such Agent, as the case may be, and any liability (including penalties, interest and expenses (including reasonable attorney's fees and expenses)) arising therefrom or with withholding in respect thereto. A certificate as to the amount of such payment or liability prepared by a Bank or Agent, or the Administrative Agent on behalf of such Bank or Agent, absent manifest error, shall be final, conclusive and binding for all purposes. Such indemnification shall be made within 30 days after the date the Bank (or Transferee) or the Agent, as the case may be, makes written demand therefor. (d) Within 30 days after the date of any payment of Non-Excluded Taxes or Other Taxes by the Borrower to the relevant Governmental Authority, the Borrower will furnish to the Administrative Agent, at its address referred to on the signature page, the original or a certified copy of a receipt issued by such Governmental Authority evidencing payment thereof. (e) At the time it becomes a party to this Agreement or a Transferee, each Bank (or Transferee) that is organized under the laws of a jurisdiction outside the United States shall (in the case of a Transferee, subject to the immediately succeeding sentence) deliver to the Borrower either a valid and currently effective Internal Revenue Service Form 1001 or Form 4224 or, in the case of a Bank (or Transferee) claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code Tax imposed with respect to payments of "portfolio interest", a Form W-8, or any subsequent version thereof or successors thereto, (and if such Bank (or Transferee) delivers a Form W-8, a certificate representing that such Bank (or Transferee) is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such Bank (or Transferee) establishing that such payment is (i) not subject to United States Federal withholding tax under the Code because such payment is effectively connected with the conduct by such Bank (or Transferee) of a trade or business in the United States or (ii) totally exempt from (or in case lieu thereof, payment of a Transferee, entitled to a reduced rate of) United States Federal withholding tax. Notwithstanding any other provision of this Section 2.17(esuch U.S. Tax by such non-U.S. Person), no Transferee shall be required to deliver any form pursuant to this Section 2.17(e) that such Transferee is not legally able to deliver. In addition, each Bank (or Transferee) shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered, but only, in such case, to the extent such Bank (or Transferee) is legally able to do so. (f) Notwithstanding anything to the contrary contained in this Section 2.17, the Borrower shall will not be required less than the amount stated herein to pay any additional amounts to any Bank (or Transferee) in respect of United States Federal withholding tax pursuant to paragraph (a) above if be due and payable, provided that the foregoing obligation to pay such additional amounts would shall not have arisen but for a failure by such Bank (or Transferee) to comply with the provisions of paragraph (e) above. (g) Any Bank (or Transferee) claiming any additional amounts payable pursuant to this Section 2.17 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole determination of such Bank, be otherwise disadvantageous to such Bank (or Transferee). (h) Without prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in this Section 2.17 shall survive the payment in full of the principal of and interest on all Loans made hereunder.apply: (i) Nothing contained in this Section 2.17 shall require to any Bank payment to a Lender hereunder unless such Lender is, on the date hereof (or Transfereeon the date it becomes a Lender as provided in Section 11.06(b) of the Credit Agreement) and on the date of any change in the Applicable Lending Office of such Lender, either entitled to submit a Form 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans under the Credit Agreement) or the Administrative Agent Form 4224 (relating to make available any of its income tax returns (or any other information that it deems all interest to be confidential received by such Lender hereunder in respect of the Loans under the Credit Agreement), or (ii) to any U.S. Tax imposed solely by reason of the failure by such non-U.S. Person to comply with applicable certification, information, documentation or proprietary)other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of such non-U.S. Person if such compliance is required by statute or regulation of the United States of America as a precondition to relief or exemption from such U.S. Tax.

U.S. Taxes. (a) Any and all payments by the Borrower Borrowers hereunder shall be made, in accordance with Section 2.16, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto imposed by the United States or any political subdivision thereof, excluding taxes imposed on the net income of the Administrative an Agent or any Bank Lender (or Transferee) and franchise taxes of the Administrative an Agent or any Bank Lender (or Transferee), as applicable, as a result of a connection between the jurisdiction imposing such taxes and the Administrative such Agent or such Bank Lender (or Transferee), as applicable, other than a connection arising solely from the Administrative such Agent or such Bank Lender (or Transferee), as applicable, having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Non-Excluded Taxes"). If the a Borrower shall be required by law to deduct any Non-Excluded Taxes from or in respect of any sum payable hereunder to the Banks Lenders (or any Transferee) or the Administrative an Agent, (i) the sum payable shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.17) such Bank Lender (or Transferee) or the Administrative an Agent (as the case may be) shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable law; provided, however, that no Transferee of any Bank Lender shall be entitled to receive any greater payment under this Section 2.17 than such Bank Lender would have been entitled to receive with respect to the rights assigned, participated or otherwise transferred unless such assignment, participation or transfer shall have been made at a time when the circumstances giving rise to such greater payment did not exist. (b) In addition, the each Borrower agrees to bear and to pay to the relevant Governmental Authority in accordance with applicable law any current or future stamp or documentary taxes or any other similar excise taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery, registration or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document and any property taxes that arise from the enforcement of this Agreement or any other Loan Document ("Other Taxes"). (c) The relevant Borrower will indemnify each Bank Lender (or Transferee) and each Agent for the full amount of Non- Non-Excluded Taxes and Other Taxes (including Non-Excluded Taxes or Other Taxes imposed on amounts payable under this Section 2.17) paid by such Bank Lender (or Transferee) or such Agent, as the case may be, in respect of a Loan to such Borrower and any liability (including penalties, interest and expenses (including reasonable attorney's fees and expenses)) arising therefrom or with respect thereto. A certificate as to the amount of such payment or liability prepared by a Bank Lender or Agent, or the Administrative Agent on behalf of such Bank Lender or Agent, absent manifest error, shall be final, conclusive and binding for all purposes. Such indemnification shall be made within 30 days after the date the Bank such Lender (or Transferee) or the such Agent, as the case may be, makes written demand therefor. (d) Within 30 days after the date of any payment of Non-Excluded Taxes or Other Taxes by the a Borrower to the relevant Governmental Authority, the such Borrower will furnish to the Administrative Agent, at its address referred to on the signature page, the original or a certified copy of a receipt issued by such Governmental Authority evidencing payment thereof. (e) At the time it becomes a party to this Agreement or a Transferee, each Bank Lender (or Transferee) that is organized under the laws of a jurisdiction outside the United States shall (in the case of a Transferee, subject to the immediately succeeding sentence) deliver to the Borrower Borrowers either a valid and currently effective Internal Revenue Service Form 1001 or Form 4224 or, in the case of a Bank Lender (or Transferee) claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest", a Form W-8, or any subsequent version thereof or successors thereto, (and if such Bank Lender (or Transferee) delivers a Form W-8, a certificate representing that such Bank Lender (or Transferee) is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of any of the Borrower Borrowers and is not a controlled foreign corporation related to any of the Borrower Borrowers (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such Bank Lender (or Transferee) establishing that such payment is (i) not subject to United States Federal withholding tax under the Code because such payment is effectively connected with the conduct by such Bank Lender (or Transferee) of a trade or business in the United States or (ii) totally exempt from (or in case of a Transferee, entitled to a reduced rate of) United States Federal withholding tax. Notwithstanding any other provision of this Section 2.17(e), no Transferee shall be required to deliver any form pursuant to this Section 2.17(e) that such Transferee is not legally able to deliver. In addition, each Bank Lender (or Transferee) shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered, but only, in such case, to the extent such Bank Lender (or Transferee) is legally able to do so. (f) Notwithstanding anything to the contrary contained in this Section 2.17, the Borrower Borrowers shall not be required to pay any additional amounts to any Bank Lender (or Transferee) in respect of United States Federal withholding tax pursuant to paragraph (a) above if the obligation to pay such additional amounts would not have arisen but for a failure by such Bank Lender (or Transferee) to comply with the provisions of paragraph (e) above. (g) Any Bank Lender (or Transferee) claiming any additional amounts payable pursuant to this Section 2.17 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any of the Borrower Borrowers or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole determination of such BankLender, be otherwise disadvantageous to such Bank Lender (or Transferee). (h) Without prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in this Section 2.17 shall survive the payment in full of the principal of and interest on all Loans made hereunder. (i) Nothing contained in this Section 2.17 shall require any Bank Lender (or Transferee) or the Administrative Agent to make available any of its income tax returns (or any other information that it deems to be confidential or proprietary).

U.S. Taxes. (a) Any All payments of principal, premium and all payments by interest in respect of each Tranche C Note and the Borrower hereunder Guarantee shall be made, in accordance with Section 2.16, made free and clear of of, and without withholding or deduction for for, any and all present or future taxes, leviesduties, imposts, deductions, assessments or governmental charges or withholdingspenalties or interest related thereto of whatever nature imposed, and all liabilities with respect thereto imposed levied, collected, withheld or assessed by or within the United States or any political subdivision thereof, excluding taxes imposed on the net income of the Administrative Agent or any Bank taxing authority thereof or therein (or Transferee) and franchise taxes of the Administrative Agent or any Bank (or Transferee), as applicable, as a result of a connection between the jurisdiction imposing such taxes and the Administrative Agent or such Bank (or Transferee), as applicable, other than a connection arising solely from the Administrative Agent or such Bank (or Transferee), as applicable, having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Non-Excluded U.S. Taxes"). If the Borrower shall be , unless such withholding or deduction is required by law to deduct or by regulation. In the event that any Non-Excluded Taxes from such withholding or deduction in respect of any sum payable hereunder to the Banks (principal, premium or any Transferee) interest is so required, DNAP or the Administrative Agent, (i) the sum payable shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.17) such Bank (or Transferee) or the Administrative Agent (as the case may be) shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable law; provided, however, that no Transferee of any Bank shall be entitled to receive any greater payment under this Section 2.17 than such Bank would have been entitled to receive with respect to the rights assigned, participated or otherwise transferred unless such assignment, participation or transfer shall have been made at a time when the circumstances giving rise to such greater payment did not exist. (b) In addition, the Borrower agrees to bear and to pay to the relevant Governmental Authority in accordance with applicable law any current or future stamp or documentary taxes or any other similar excise taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery, registration or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document and any property taxes that arise from the enforcement of this Agreement or any other Loan Document ("Other Taxes"). (c) The Borrower will indemnify each Bank (or Transferee) and each Agent for the full amount of Non- Excluded Taxes and Other Taxes (including Non-Excluded Taxes or Other Taxes imposed on amounts payable under this Section 2.17) paid by such Bank (or Transferee) or such AgentGuarantor, as the case may be, and shall pay such Additional Amounts as will result in receipt by each holder of any liability (including penalties, interest and expenses (including reasonable attorney's fees and expenses)) arising therefrom or Tranche C Note of such amounts as would have been received by such holder with respect thereto. A certificate to such Tranche C Note or Guarantee, as to applicable, had no such withholding or deduction been required, except that no Additional Amounts shall be payable for or on account of: (a) any tax, duty, assessment or other governmental charge imposed by reason of (i) the amount existence of any present or former connection between such holder or the beneficial owner of such payment Tranche C Note and the United States (or liability prepared by a Bank any political subdivision or Agenttaxing authority thereof or therein) other than merely holding such Tranche C Note or the receipt of payments, or enforcement of rights, under the Administrative Agent on behalf Guarantee or the Tranche C Notes, including, without limitation, such holder or the beneficial owner of such Bank Tranche C Note being or Agenthaving been a national, absent manifest error, shall be final, conclusive and binding for all purposes. Such indemnification shall be made within domiciliary or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; or (ii) the presentation of such Tranche C Note (where presentation is required) more than 30 days after the date on which the Bank payment in respect of such Tranche C Note became due and payable or provided for, whichever is later, except to the extent that such holder would have been entitled to such Additional Amounts if it had presented such Tranche C Note for payment on the last day of such period of 30 days; (b) any estate, inheritance, gift, sale, transfer, personal property or Transfereesimilar tax, assessment or other governmental charge or any tax imposed other than by withholding; (c) or any withholding taxes imposed at a rate in excess of 3.0% of such taxable payments unless such excess is the Agent, as result of a change in law that becomes effective after the case may be, makes written demand therefor.Closing Date; and (d) Within 30 days after any taxes imposed by reason of the date of any payment of Non-Excluded Taxes or Other Taxes by holder's failure (or, if the Borrower to holder is not the relevant Governmental Authoritybeneficial owner, the Borrower will furnish beneficial owner's failure) to the Administrative Agent, at its address referred provide upon reasonable request addressed to on the signature page, the original such holder or beneficial owner either (i) a certified copy of a receipt issued by such Governmental Authority evidencing payment thereof. (e) At the time it becomes a party to this Agreement or a Transferee, each Bank duly completed Form W-8 (or Transfereesuccessor form) and certification that is organized under the laws of a jurisdiction outside the United States shall (in the case of a Transferee, subject to the immediately succeeding sentence) deliver to the Borrower either a valid and currently effective Internal Revenue Service Form 1001 or Form 4224 or, in the case of a Bank (or Transferee) claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest", a Form W-8, or any subsequent version thereof or successors thereto, (and if such Bank (or Transferee) delivers a Form W-8, a certificate representing that such Bank (or Transferee) it is not (A) a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section Internal Revenue Code section 881(c), (B) a 10% shareholder of DNAP within the meaning of Internal Revenue Code section 871(h)(3)(B) of the Codenor (C) of the Borrower and is not a controlled foreign corporation related to the Borrower (DNAP within the meaning of Section Internal Revenue Code section 864(d)(4) of the Code)), properly completed and duly executed by such Bank (or Transferee) establishing that such payment is (i) not subject to United States Federal withholding tax under the Code because such payment is effectively connected with the conduct by such Bank (or Transferee) of a trade or business in the United States or (ii) totally exempt from a duly completed Form 4224 or Form 1001 (or in case of a Transferee, entitled successor forms) entitling the holder to a reduced complete exemption from, or reduction in, the rate of) United States Federal of withholding tax. Notwithstanding any other provision of this Section 2.17(e), no Transferee shall be required to deliver any form pursuant to this Section 2.17(e) that such Transferee is not legally able to deliver. In addition, each Bank (or Transferee) shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered, but only, in such case, to the extent such Bank (or Transferee) is legally able to do so. (f) Notwithstanding anything to the contrary contained in this Section 2.17, the Borrower shall not be required to pay any additional amounts to any Bank (or Transferee) in respect of United States Federal withholding tax pursuant to paragraph (a) above if the obligation to pay such additional amounts would not have arisen but for a failure by such Bank (or Transferee) to comply with the provisions of paragraph (e) above. (g) Any Bank (or Transferee) claiming any additional amounts payable pursuant to this Section 2.17 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole determination of such Bank, be otherwise disadvantageous to such Bank (or Transferee). (h) Without prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in this Section 2.17 shall survive the payment in full of the principal of and interest on all Loans made hereunder. (i) Nothing contained in this Section 2.17 shall require any Bank (or Transferee) or the Administrative Agent to make available any of its income tax returns (or any other information that it deems to be confidential or proprietary).

U.S. Taxes. (a) Any and all payments by the Borrower FI hereunder shall be made, in accordance with Section 2.163.16, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto imposed by the United States or any political subdivision thereof, excluding taxes imposed on the net income of the Administrative an Agent or any Bank (or Transferee) and franchise taxes of the Administrative an Agent or any Bank (or Transferee), as applicable, as a result of a connection between the jurisdiction imposing such taxes and the Administrative such Agent or such Bank (or Transferee), as applicable, other than a connection arising solely from the Administrative such Agent or such Bank (or Transferee), as applicable, having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Non-Excluded Taxes"). If the Borrower FI shall be required by law to deduct any Non-Excluded Taxes from or in respect of any sum payable hereunder to the Banks (or any Transferee) or the Administrative an Agent, (i) the sum payable shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.173.17) such Bank (or Transferee) or the Administrative such Agent (as the case may be) shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower FI shall make such deductions and (iii) the Borrower FI shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable law; provided, however, that no Transferee of any Bank shall be entitled to receive any greater payment under this Section 2.17 3.17 than such Bank would have been entitled to receive with respect to the rights assigned, participated or otherwise transferred unless such assignment, participation or transfer shall have been made at a time when the circumstances giving rise to such greater payment did not exist. (b) In addition, the Borrower FI agrees to bear and to pay to the relevant Governmental Authority in accordance with applicable law any current or future stamp or documentary taxes or any other similar excise taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery, registration or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document and any property taxes that arise from the enforcement of this Agreement or any other Loan Document ("Other Taxes"). (c) The Borrower FI will indemnify each Bank (or Transferee) and each Agent for the full amount of Non- Non-Excluded Taxes and Other Taxes (including Non-Excluded Taxes or Other Taxes imposed on amounts payable under this Section 2.173.17) paid by such Bank (or Transferee) or such Agent, as the case may be, and any liability (including penalties, interest and expenses (including reasonable attorney's fees and expenses)) arising therefrom or with respect thereto. A certificate as to the amount of such payment or liability prepared by a Bank or Agent, or the Administrative Agent on behalf of such Bank or Agent, absent manifest error, shall be final, conclusive and binding for all purposes. Such indemnification shall be made within 30 days after the date the Bank (or Transferee) or the Agent, as the case may be, makes written demand therefor. (d) Within 30 days after the date of any payment of Non-Excluded Taxes or Other Taxes by the Borrower FI to the relevant Governmental Authority, the Borrower FI will furnish to the Administrative Agent, at its address referred to on the signature page, the original or a certified copy of a receipt issued by such Governmental Authority evidencing payment thereof. (e) At the time it becomes a party to this Agreement or a Transferee, each Bank (or Transferee) that is organized under the laws of a jurisdiction outside the United States shall (in the case of a Transferee, subject to the immediately succeeding sentence) deliver to the Borrower FI either a valid and currently effective Internal Revenue Service Form 1001 or Form 4224 or, in the case of a Bank (or Transferee) claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest", a Form W-8, or any subsequent version thereof or successors thereto, (and if such Bank (or Transferee) delivers a Form W-8, a certificate representing that such Bank (or Transferee) is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower FI and is not a controlled foreign corporation related to the Borrower FI (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such Bank (or Transferee) establishing that such payment is (i) not subject to United States Federal withholding tax under the Code because such payment is effectively connected with the conduct by such Bank (or Transferee) of a trade or business in the United States or (ii) totally exempt from (or in case of a Transferee, entitled to a reduced rate of) United States Federal withholding tax. Notwithstanding any other provision of this Section 2.17(e3.17(e), no Transferee shall be required to deliver any form pursuant to this Section 2.17(e3.17(e) that such Transferee is not legally able to deliver. In addition, each Bank (or Transferee) shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered, but only, in such case, to the extent such Bank (or Transferee) is legally able to do so. (f) Notwithstanding anything to the contrary contained in this Section 2.173.17, the Borrower FI shall not be required to pay any additional amounts to any Bank (or Transferee) in respect of United States Federal withholding tax pursuant to paragraph (a) above if the obligation to pay such additional amounts would not have arisen but for a failure by such Bank (or Transferee) to comply with the provisions of paragraph (e) above. (g) Any Bank (or Transferee) claiming any additional amounts payable pursuant to this Section 2.17 3.17 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Borrower FI or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole determination of such Bank, be otherwise disadvantageous to such Bank (or Transferee). (h) Without prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in this Section 2.17 3.17 shall survive the payment in full of the principal of and interest on all Loans made hereunder. (i) Nothing contained in this Section 2.17 3.17 shall require any Bank (or Transferee) or the Administrative Agent to make available any of its income tax returns (or any other information that it deems to be confidential or proprietary).

U.S. Taxes. (a) Any and Except as required by Applicable Law, all payments made by the Borrower hereunder under this Loan Agreement shall be made, in accordance with Section 2.16, made free and clear of of, and without deduction or withholding for or on account of, any and all present or future taxesincome, or Other Taxes, levies, imposts, deductionsduties, charges charges, fees, deductions or withholdings, and all liabilities with respect thereto imposed now or hereafter imposed, levied, collected, withheld or assessed by the United States or any political subdivision thereofGovernmental Authority, excluding net or overall gross income taxes or net or overall gross profit taxes, franchise taxes (imposed in lieu of net or overall gross income taxes) and branch profit taxes imposed on the net income of the Administrative Agent or any Bank (or Transferee) and franchise taxes of the Administrative Agent or any Bank (or Transferee), as applicable, Lender as a result of a present or former connection between the Lender and the jurisdiction of the Governmental Authority imposing such taxes and the Administrative Agent tax or such Bank any political subdivision or taxing authority thereof or therein (or Transferee), as applicable, other than a any such connection arising solely from the Administrative Agent or such Bank (or Transferee), as applicable, Lender’s having executed, delivered, delivered or performed its obligations or received a payment under, or enforced, this Loan Agreement (all or any other Loan Document). If any such nonexcluded non-excluded taxes, levies, imposts, deductionsduties, charges, fees, deductions or withholdings and liabilities being hereinafter referred to as "(“Non-Excluded Taxes"). If ”) or any Other Taxes are required to be withheld from any amounts payable to the Borrower Lender hereunder, the amounts so payable to the Lender shall be required by law increased to deduct any the extent necessary to yield to the Lender (after payment of all Non-Excluded Taxes from and Other Taxes) interest or any such other amounts payable hereunder at the rates or in respect of any sum payable hereunder to the Banks (or any Transferee) or the Administrative Agent, (i) the sum payable shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under amounts specified in this Section 2.17) such Bank (or Transferee) or the Administrative Agent (as the case may be) shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable lawLoan Agreement; provided, however, that no Transferee the Borrower shall not be required to increase any such amounts payable to the Lender with respect to any Non-Excluded Taxes that are (i) attributable to the Lender’s failure to comply with the requirements of any Bank shall be paragraph (d) or (e) of this Section 3.03, (ii) backup withholding taxes, imposed under Section 3406 of the Code, (iii) taxes imposed by way of withholding on net or gross income, but not excluding such taxes arising as a result of a change in Applicable Law occurring after (A) the date that such Person became a party to this Loan Agreement, or (B) with respect to an assignment, acquisition, grant of a participation the effective date of such assignment, acquisition, participation or appointment, except to the extent that such Person’s predecessor was entitled to receive any greater payment under this Section 2.17 than such Bank would have been entitled to receive amounts, or (C) with respect to the rights assigneddesignation of a new lending office, participated the effective date of such designation, except to the extent such Person was entitled to receive such amounts with respect to its previous lending office; and (iv) taxes resulting from such Person’s gross negligence or otherwise transferred unless such assignmentwillful misconduct (collectively, participation or transfer shall have been made at a time when and together with the circumstances giving rise to such greater payment did not existtaxes excluded by the first sentence of this Section 3.03(a), “Excluded Taxes”). (b) In addition, the Borrower agrees to bear and to shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law any current or future stamp or documentary taxes or any other similar excise taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery, registration or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document and any property taxes that arise from the enforcement of this Agreement or any other Loan Document ("Other Taxes")Applicable Law. (c) The Borrower will indemnify each Bank (or Transferee) and each Agent for the full amount of Non- Excluded Taxes and Other Taxes (including Whenever any Non-Excluded Taxes or Other Taxes imposed on amounts are payable under this Section 2.17) paid by such Bank the Borrower, as promptly as possible thereafter, the Borrower shall send to the Lender, a certified copy of an original official receipt received by the Borrower showing payment thereof (or Transferee) or if an official receipt is not available, such Agent, other evidence of payment as the case may be, and any liability (including penalties, interest and expenses (including reasonable attorney's fees and expenses)) arising therefrom or with respect thereto. A certificate as to the amount of such payment or liability prepared by a Bank or Agent, or the Administrative Agent on behalf of such Bank or Agent, absent manifest error, shall be final, conclusive and binding for all purposessatisfactory to such Lender). Such indemnification shall be made within 30 days after If the date the Bank (or Transferee) or the Agent, as the case may be, makes written demand therefor. (d) Within 30 days after the date of Borrower fails to pay any payment of Non-Excluded Taxes or Other Taxes required to be paid by the Borrower under this Section 3.03 when due to the relevant Governmental Authorityappropriate taxing authority or fails to remit to the Lender the required receipts or other required documentary evidence, the Borrower will furnish to shall indemnify the Administrative AgentLender for any incremental taxes, at its address referred to on interest or penalties that may become payable by the signature page, Lender as a result of any such failure. The agreements in this Section shall survive the original or a certified copy termination of a receipt issued by such Governmental Authority evidencing this Loan Agreement and the payment thereofof the Advances and all other amounts payable hereunder. (ed) At If the time it becomes a party to this Agreement or a Transferee, each Bank Lender (or TransfereeParticipant or the Lender’s assignee) that is organized under the laws of not a jurisdiction outside the “United States person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S. Lender”), such Person shall deliver to the Borrower (and, in the case of a TransfereeParticipant, subject to the immediately succeeding sentenceLender from which the related participation shall have been purchased) deliver to the Borrower two original copies of either a valid and currently effective U.S. Internal Revenue Service Form 1001 or W-8BEN, Form 4224 W-8ECI and/or Form W-8IMY, or, in the case of a Bank (or Transferee) Non-U.S. Lender claiming exemption from U.S. Federal federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "“portfolio interest", ” a statement substantially in the form of Exhibit F and a Form W-8W-8BEN, or and/or any subsequent version versions thereof or successors thereto, (and if such Bank (or Transferee) delivers a Form W-8, a certificate representing that such Bank (or Transferee) is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), thereto properly completed and duly executed by such Bank (Non-U.S. Lender claiming complete exemption from, or Transferee) establishing that such payment is (i) not subject to United States Federal withholding tax under the Code because such payment is effectively connected with the conduct by such Bank (or Transferee) of a trade or business in the United States or (ii) totally exempt from (or in case of a Transferee, entitled to a reduced rate of, U.S. federal withholding tax on all payments by the Borrower under this Loan Agreement and the other Loan Documents. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Loan Agreement (or, in the case of any Participant or the Lender’s assignee, on or before the date such Participant purchases the related participation, or Lender’s assignee takes its assignment, as the case may be). In addition, each Non-U.S. Lender shall deliver such forms promptly upon (i) the obsolescence, expiration or invalidity of any form previously delivered by such Non-U.S. Lender and (ii) the written request of the Borrower. If the Lender (or a Participant or the Lender’s assignee) is a “United States Federal person” as defined in Section 7701(a)(30) of the Code, it shall deliver a duly executed and properly completed Internal Revenue Service Form W-9 to the Borrower at the time(s) and in the manner(s) described above with respect to the other forms referenced in this clause (d) above certifying that such person is exempt from United States backup withholding taxtax on payments made hereunder under the Loan Documents; provided, however, that if the Lender is an “exempt recipient” within the meaning of Treasury Regulations section 1.6049-4(c), it shall not be required to provide a Form W-9 except to the extent required under Treasury Regulations section 1.1441-1. Notwithstanding any other provision of this Section 2.17(e)paragraph, no Transferee the Lender shall not be required to deliver any form pursuant to this Section 2.17(e) paragraph that such Transferee it is not legally able to deliver. In addition. (e) If the Lender is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which the Borrower is located, each Bank (or Transferee) any treaty to which such jurisdiction is a party, with respect to payments under this Loan Agreement then the Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered, but only, in such case, to the extent Borrower, at the time or times prescribed by Applicable Law or reasonably requested by the Borrower, such Bank (properly completed and executed documentation prescribed by Applicable Law as will permit such payments to be made without withholding or Transferee) at a reduced rate, provided that the Lender is legally able entitled to do socomplete, execute and deliver such documentation and in the Lender’s reasonable judgment such completion, execution or submission would not materially prejudice the legal position of the Lender. (f) If the Lender determines that it has received a refund, credit, or other reduction of taxes in respect of any Non-Excluded Taxes or Other Taxes paid by the Borrower, which refund, credit or other reduction is directly attributable to any Non-Excluded Taxes or Other Taxes paid by the Borrower, the Lender shall within sixty (60) days from the date of actual receipt of such refund or the filing of the tax return in which such credit or other reduction results in a lower tax payment, pay over such refund or the amount of such tax reduction to the Borrower (but only to the extent of Non-Excluded Taxes or Other Taxes paid by the Borrower), net of all out of pocket expenses of such Person, and without interest (other than interest paid by the relevant Governmental Authority with respect to such refund). Notwithstanding anything to the contrary contained in this Section 2.17Loan Agreement, upon the request of the Lender, the Borrower shall not be agrees to repay any amount paid over to the Borrower pursuant to the immediately preceding sentence (plus penalties, interest, or other charges) if such Person is required to pay any additional amounts to any Bank (or Transferee) in respect of United States Federal withholding tax pursuant to paragraph (a) above if the obligation to pay repay such additional amounts would not have arisen but for a failure by such Bank (or Transferee) to comply with the provisions of paragraph (e) above. (g) Any Bank (or Transferee) claiming any additional amounts payable pursuant to this Section 2.17 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole determination of such Bank, be otherwise disadvantageous to such Bank (or Transferee). (h) Without prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in this Section 2.17 shall survive the payment in full of the principal of and interest on all Loans made hereundertaxing Governmental Authority. (i) Nothing contained in this Section 2.17 shall require any Bank (or Transferee) or the Administrative Agent to make available any of its income tax returns (or any other information that it deems to be confidential or proprietary).

U.S. Taxes. (a) Any and all payments by the any Borrower hereunder shall be made, in accordance with Section 2.163.16, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto imposed by the United States or any political subdivision thereof, excluding taxes imposed on the net income of the Administrative an Agent or any Bank (or Transferee) and franchise taxes of the Administrative an Agent or any Bank (or Transferee), as applicable, as a result of a connection between the jurisdiction imposing such taxes and the Administrative such Agent or such Bank (or Transferee), as applicable, other than a connection arising solely from the Administrative such Agent or such Bank (or Transferee), as applicable, having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Non-Non- Excluded Taxes"). If the any Borrower shall be required by law to deduct any Non-Excluded Taxes from or in respect of any sum payable hereunder to the Banks (or any Transferee) or the Administrative an Agent, (i) the sum payable shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.173.17) such Bank (or Transferee) or the Administrative such Agent (as the case may be) shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable law; provided, however, that no Transferee of any Bank shall be entitled to receive any greater payment under this Section 2.17 3.17 than such Bank would have been entitled to receive with respect to the rights assigned, participated or otherwise transferred unless such assignment, participation or transfer shall have been made at a time when the circumstances giving rise to such greater payment did not exist. (b) In addition, the Borrower agrees Borrowers agree to bear and to pay to the relevant Governmental Authority in accordance with applicable law any current or future stamp or documentary taxes or any other similar excise taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery, registration or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document and any property taxes that arise from the enforcement of this Agreement or any other Loan Document ("Other Taxes"). (c) The Borrower Borrowers will indemnify each Bank (or Transferee) and each Agent for the full amount of Non- Non-Excluded Taxes and Other Taxes (including Non-Excluded Taxes or Other Taxes imposed on amounts payable under this Section 2.173.17) paid by such Bank (or Transferee) or such Agent, as the case may be, and any liability (including penalties, interest and expenses (including reasonable attorney's fees and expenses)) arising therefrom or with respect thereto. A certificate as to the amount of such payment or liability prepared by a Bank or Agent, or the Administrative Agent on behalf of such Bank or Agent, absent manifest error, shall be final, conclusive and binding for all purposes. Such indemnification shall be made within 30 days after the date the Bank (or Transferee) or the Agent, as the case may be, makes written demand therefor. (d) Within 30 days after the date of any payment of Non-Non- Excluded Taxes or Other Taxes by the any Borrower to the relevant Governmental Authority, the such Borrower will furnish to the Administrative Agent, at its address referred to on the signature page, the original or a certified copy of a receipt issued by such Governmental Authority evidencing payment thereof. (e) At the time it becomes a party to this Agreement or a Transferee, each Bank (or Transferee) that is organized under the laws of a jurisdiction outside the United States shall (in the case of a Transferee, subject to the immediately succeeding sentence) deliver to the Borrower Borrowers either a valid and currently effective Internal Revenue Service Form 1001 or Form 4224 or, in the case of a Bank (or Transferee) claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest", a Form W-8, or any subsequent version thereof or successors thereto, (and if such Bank (or Transferee) delivers a Form W-8, a certificate representing that such Bank (or Transferee) is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower Borrowers and is not a controlled foreign corporation related to the Borrower Borrowers (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such Bank (or Transferee) establishing that such payment is (i) not subject to United States Federal withholding tax under the Code because such payment is effectively connected with the conduct by such Bank (or Transferee) of a trade or business in the United States or (ii) totally exempt from (or in case of a Transferee, entitled to a reduced rate of) United States Federal withholding tax. Notwithstanding any other provision of this Section 2.17(e3.17(e), no Transferee shall be required to deliver any form pursuant to this Section 2.17(e3.17(e) that such Transferee is not legally able to deliver. In addition, each Bank (or Transferee) shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered, but only, in such case, to the extent such Bank (or Transferee) is legally able to do so. (f) Notwithstanding anything to the contrary contained in this Section 2.173.17, the no Borrower shall not be required to pay any additional amounts to any Bank (or Transferee) in respect of United States Federal withholding tax pursuant to paragraph (a) above if the obligation to pay such additional amounts would not have arisen but for a failure by such Bank (or Transferee) to comply with the provisions of paragraph (e) above. (g) Any Bank (or Transferee) claiming any additional amounts payable pursuant to this Section 2.17 3.17 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Borrower Borrowers or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole determination of such Bank, be otherwise disadvantageous to such Bank (or Transferee). (h) Without prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in this Section 2.17 3.17 shall survive the payment in full of the principal of and interest on all Loans made hereunder. (i) Nothing contained in this Section 2.17 3.17 shall require any Bank (or Transferee) or the Administrative Agent to make available any of its income tax returns (or any other information that it deems to be confidential or proprietary).

U.S. Taxes. (a) Any and Except as required by Applicable Law, all payments made by the Borrower hereunder under this Loan Agreement shall be made, in accordance with Section 2.16, made free and clear of of, and without deduction or withholding for or on account of, any and all present or future taxesincome, or Other Taxes, levies, imposts, deductionsduties, charges charges, fees, deductions or withholdings, and all liabilities with respect thereto imposed now or hereafter imposed, levied, collected, withheld or assessed by the United States or any political subdivision thereofGovernmental Authority, excluding net or overall gross income taxes or net or overall gross profit taxes, franchise taxes (imposed in lieu of net or overall gross income taxes) and branch profit taxes imposed on the net income of the Administrative Agent or any Bank (or Transferee) and franchise taxes of the Administrative Agent or any Bank (or Transferee), as applicable, Lender as a result of a present or former connection between the Lender and the jurisdiction of the Governmental Authority imposing such taxes and the Administrative Agent tax or such Bank any political subdivision or taxing authority thereof or therein (or Transferee), as applicable, other than a any such connection arising solely from the Administrative Agent or such Bank (or Transferee), as applicable, Lender’s having executed, delivered, delivered or performed its obligations or received a payment under, or enforced, this Loan Agreement (all or any other Loan Document). If any such nonexcluded non-excluded taxes, levies, imposts, deductionsduties, charges, fees, deductions or withholdings and liabilities being hereinafter referred to as "(“Non-Excluded Taxes"). If ”) or any Other Taxes are required to be withheld from any amounts payable to the Borrower Lender hereunder, the amounts so payable to the Lender shall be required by law increased to deduct any the extent necessary to yield to the Lender (after payment of all Non-Excluded Taxes from and Other Taxes) interest or any such other amounts payable hereunder at the rates or in respect of any sum payable hereunder to the Banks (or any Transferee) or the Administrative Agent, (i) the sum payable shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under amounts specified in this Section 2.17) such Bank (or Transferee) or the Administrative Agent (as the case may be) shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable lawLoan Agreement; provided, however, that no Transferee the Borrower shall not be required to increase any such amounts payable to the Lender with respect to any Non-Excluded Taxes that are (i) attributable to the Lender’s failure to comply with the requirements of any Bank shall be paragraph (d) or (e) of this Section 3.03, (ii) backup withholding taxes, imposed under Section 3406 of the Code, (iii) taxes imposed by way of withholding on net or gross income, but not excluding such taxes arising as a result of a change in Applicable Law occurring after (A) the date that such Person became a party to this Loan Agreement, or (B) with respect to an assignment, acquisition, grant of a participation the effective date of such assignment, acquisition, participation or appointment, except to the extent that such Person’s predecessor was entitled to receive any greater payment under this Section 2.17 than such Bank would have been entitled to receive amounts, or (C) with respect to the rights assigneddesignation of a new lending office, participated the effective date of such designation, except to the extent such Person was entitled to receive such amounts with respect to its previous lending office; and (iv) taxes resulting from such Person’s gross negligence or otherwise transferred unless such assignmentwillful misconduct (collectively, participation or transfer shall have been made at a time when and together with the circumstances giving rise to such greater payment did not existtaxes excluded by the first sentence of this Section 3.03(a), “Excluded Taxes”). (b) In addition, the Borrower agrees to bear and to shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law any current or future stamp or documentary taxes or any other similar excise taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery, registration or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document and any property taxes that arise from the enforcement of this Agreement or any other Loan Document ("Other Taxes")Applicable Law. (c) The Borrower will indemnify each Bank (or Transferee) and each Agent for the full amount of Non- Excluded Taxes and Other Taxes (including Whenever any Non-Excluded Taxes or Other Taxes imposed on amounts are payable under this Section 2.17) paid by such Bank the Borrower, as promptly as possible thereafter, the Borrower shall send to the Lender, a certified copy of an original official receipt received by the Borrower showing payment thereof (or Transferee) or if an official receipt is not available, such Agent, other evidence of payment as the case may be, and any liability (including penalties, interest and expenses (including reasonable attorney's fees and expenses)) arising therefrom or with respect thereto. A certificate as to the amount of such payment or liability prepared by a Bank or Agent, or the Administrative Agent on behalf of such Bank or Agent, absent manifest error, shall be final, conclusive and binding for all purposessatisfactory to such Lender). Such indemnification shall be made within 30 days after If the date the Bank (or Transferee) or the Agent, as the case may be, makes written demand therefor. (d) Within 30 days after the date of Borrower fails to pay any payment of Non-Excluded Taxes or Other Taxes required to be paid by the Borrower under this Section 3.03 when due to the relevant Governmental Authorityappropriate taxing authority or fails to remit to the Lender the required receipts or other required documentary evidence, the Borrower will furnish to shall indemnify the Administrative AgentLender for any incremental taxes, at its address referred to on interest or penalties that may become payable by the signature page, Lender as a result of any such failure. The agreements in this Section shall survive the original or a certified copy termination of a receipt issued by such Governmental Authority evidencing this Loan Agreement and the payment thereofof the Advance and all other amounts payable hereunder. (ed) At If the time it becomes a party to this Agreement or a Transferee, each Bank Lender (or TransfereeParticipant or the Lender’s assignee) that is organized under the laws of not a jurisdiction outside the “United States person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S. Lender”), such Person shall deliver to the Borrower (and, in the case of a TransfereeParticipant, subject to the immediately succeeding sentenceLender from which the related participation shall have been purchased) deliver to the Borrower two original copies of either a valid and currently effective U.S. Internal Revenue Service Form 1001 or W-8BEN, Form 4224 W-8ECI and/or Form W-8IMY, or, in the case of a Bank (or Transferee) Non-U.S. Lender claiming exemption from U.S. Federal federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "“portfolio interest", ” a statement substantially in the form of Exhibit F and a Form W-8W-8BEN, or and/or any subsequent version versions thereof or successors thereto, (and if such Bank (or Transferee) delivers a Form W-8, a certificate representing that such Bank (or Transferee) is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), thereto properly completed and duly executed by such Bank (Non-U.S. Lender claiming complete exemption from, or Transferee) establishing that such payment is (i) not subject to United States Federal withholding tax under the Code because such payment is effectively connected with the conduct by such Bank (or Transferee) of a trade or business in the United States or (ii) totally exempt from (or in case of a Transferee, entitled to a reduced rate of, U.S. federal withholding tax on all payments by the Borrower under this Loan Agreement and the other Loan Documents. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Loan Agreement (or, in the case of any Participant or the Lender’s assignee, on or before the date such Participant purchases the related participation, or Lender’s assignee takes its assignment, as the case may be). In addition, each Non-U.S. Lender shall deliver such forms promptly upon (i) the obsolescence, expiration or invalidity of any form previously delivered by such Non-U.S. Lender and (ii) the written request of the Borrower. If the Lender (or a Participant or the Lender’s assignee) is a “United States Federal person” as defined in Section 7701(a)(30) of the Code, it shall deliver a duly executed and properly completed Internal Revenue Service Form W-9 to the Borrower at the time(s) and in the manner(s) described above with respect to the other forms referenced in this clause (d) above certifying that such person is exempt from United States backup withholding taxtax on payments made hereunder under the Loan Documents; provided, however, that if the Lender is an “exempt recipient” within the meaning of Treasury Regulations section 1.6049-4(c), it shall not be required to provide a Form W-9 except to the extent required under Treasury Regulations section 1.1441-1. Notwithstanding any other provision of this Section 2.17(e)paragraph, no Transferee the Lender shall not be required to deliver any form pursuant to this Section 2.17(e) paragraph that such Transferee it is not legally able to deliver. In addition. (e) If the Lender is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which the Borrower is located, each Bank (or Transferee) any treaty to which such jurisdiction is a party, with respect to payments under this Loan Agreement then the Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered, but only, in such case, to the extent Borrower, at the time or times prescribed by Applicable Law or reasonably requested by the Borrower, such Bank (properly completed and executed documentation prescribed by Applicable Law as will permit such payments to be made without withholding or Transferee) at a reduced rate, provided that the Lender is legally able entitled to do socomplete, execute and deliver such documentation and in the Lender’s reasonable judgment such completion, execution or submission would not materially prejudice the legal position of the Lender. (f) If the Lender determines that it has received a refund, credit, or other reduction of taxes in respect of any Non-Excluded Taxes or Other Taxes paid by the Borrower, which refund, credit or other reduction is directly attributable to any Non-Excluded Taxes or Other Taxes paid by the Borrower, the Lender shall within sixty (60) days from the date of actual receipt of such refund or the filing of the tax return in which such credit or other reduction results in a lower tax payment, pay over such refund or the amount of such tax reduction to the Borrower (but only to the extent of Non-Excluded Taxes or Other Taxes paid by the Borrower), net of all out of pocket expenses of such Person, and without interest (other than interest paid by the relevant Governmental Authority with respect to such refund). Notwithstanding anything to the contrary contained in this Section 2.17Loan Agreement, upon the request of the Lender, the Borrower shall not be agrees to repay any amount paid over to the Borrower pursuant to the immediately preceding sentence (plus penalties, interest, or other charges) if such Person is required to pay any additional amounts to any Bank (or Transferee) in respect of United States Federal withholding tax pursuant to paragraph (a) above if the obligation to pay repay such additional amounts would not have arisen but for a failure by such Bank (or Transferee) to comply with the provisions of paragraph (e) above. (g) Any Bank (or Transferee) claiming any additional amounts payable pursuant to this Section 2.17 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole determination of such Bank, be otherwise disadvantageous to such Bank (or Transferee). (h) Without prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in this Section 2.17 shall survive the payment in full of the principal of and interest on all Loans made hereundertaxing Governmental Authority. (i) Nothing contained in this Section 2.17 shall require any Bank (or Transferee) or the Administrative Agent to make available any of its income tax returns (or any other information that it deems to be confidential or proprietary).

U.S. Taxes. (ai) Any and Educationcity-US has timely filed (or has had filed on its behalf) all payments Tax Returns (other than Tax Returns which, if properly prepared, would involve an immaterial amount of Tax) required to be filed by the Borrower hereunder shall be made, in accordance with Section 2.16, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto imposed to Educationcity-US and has timely paid, or caused to be timely paid, all material amounts of Taxes due and owing by or with respect to Educationcity-US (whether or not shown to be due on any Tax Returns) to the United States proper Governmental Body. All such Tax Returns are true, correct and complete in all material respects. (ii) No actions, audits, investigations, claims, assessments or other administrative or court proceedings are presently pending relating to the Tax Returns or any political subdivision thereof, excluding taxes imposed on the net income of the Administrative Agent or any Bank (or Transferee) and franchise taxes of the Administrative Agent or any Bank (or Transferee), as applicable, as a result of a connection between the jurisdiction imposing such taxes and the Administrative Agent or such Bank (or Transferee), as applicable, other than a connection arising solely from the Administrative Agent or such Bank (or Transferee), as applicable, having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Non-Excluded Taxes"). If the Borrower shall be required by law to deduct any Non-Excluded Taxes from or liability in respect of any sum payable hereunder Taxes of Educationcity-US and, to the Banks (Knowledge of Educationcity-US, there is no threatened action, audit, investigation, claim, assessment or other administrative or court proceeding against Educationcity-US with respect to Taxes for any Transferee) or the Administrative Agent, (i) the sum payable shall be increased period. No claim has been made by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.17) such Bank (or Transferee) or the Administrative Agent (as the case may be) shall receive an amount equal any taxing authority in a jurisdiction where Educationcity-US does not file Tax Returns to the sum it would have received had no effect that Educationcity-US is or may be subject to taxation by, or required to file a Tax Return in, such deductions been made, (ii) the Borrower shall make such deductions and jurisdiction. (iii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable law; provided, however, that no Transferee of any Bank shall be entitled to receive any greater payment under this Section 2.17 than such Bank would have been entitled to receive with respect to the rights assigned, participated or otherwise transferred unless such assignment, participation or transfer shall have been made at a time when the circumstances giving rise to such greater payment did not exist. Educationcity-US: (b) In addition, the Borrower agrees to bear and to pay to the relevant Governmental Authority in accordance with applicable law any current or future stamp or documentary taxes or any other similar excise taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery, registration or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document and any property taxes that arise from the enforcement of this Agreement or any other Loan Document ("Other Taxes"). (c) The Borrower will indemnify each Bank (or Transferee) and each Agent for the full amount of Non- Excluded Taxes and Other Taxes (including Non-Excluded Taxes or Other Taxes imposed on amounts payable under this Section 2.17) paid by such Bank (or Transferee) or such Agent, as the case may be, and any liability (including penalties, interest and expenses (including reasonable attorney's fees and expenses)) arising therefrom or with respect thereto. A certificate as to the amount of such payment or liability prepared by a Bank or Agent, or the Administrative Agent on behalf of such Bank or Agent, absent manifest error, shall be final, conclusive and binding for all purposes. Such indemnification shall be made within 30 days after the date the Bank (or Transferee) or the Agent, as the case may be, makes written demand therefor. (d) Within 30 days after the date of any payment of Non-Excluded Taxes or Other Taxes by the Borrower to the relevant Governmental Authority, the Borrower will furnish to the Administrative Agent, at its address referred to on the signature page, the original or a certified copy of a receipt issued by such Governmental Authority evidencing payment thereof. (e) At the time it becomes a party to this Agreement or a Transferee, each Bank (or Transferee) that is organized under the laws of a jurisdiction outside the United States shall (in the case of a Transferee, subject to the immediately succeeding sentence) deliver to the Borrower either a valid and currently effective Internal Revenue Service Form 1001 or Form 4224 or, in the case of a Bank (or Transferee) claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest", a Form W-8, or any subsequent version thereof or successors thereto, (and if such Bank (or Transferee) delivers a Form W-8, a certificate representing that such Bank (or Transfereei) is not a bank for purposes party to or bound by, and does not have any obligation under, any Tax allocation agreement, Tax indemnity agreement, Tax sharing agreement or similar contract or arrangement or any other obligation to indemnify any other person with respect to Taxes that will be in effect after the Closing; (ii) has never been a member of an affiliated group of corporations (as defined in Section 881(c1504(a) of the Code) or filed or been included in or has been required to file or be included in an affiliated, consolidated, combined, unitary or similar Tax Return; (iii) does not have any current or potential liability for the Taxes of any other person under Treasury Regulation section 1.1502-6 (or any comparable provision of state, local or foreign Law), as transferee or successor, or otherwise; (iv) has not agreed to and is not required to make any adjustment pursuant to Section 481 of the Code or any similar provision of state, local or foreign Law, nor, to the Knowledge of Educationcity-US, has any Governmental Body proposed any such adjustment; or (v) does not have any application pending with any Governmental Body requesting permission for any changes in accounting methods. (iv) There are no Liens on any of the assets of Educationcity-US that arose in connection with any failure (or alleged failure) to pay any Tax other than for any Taxes: (i) not yet delinquent; or (ii) that Educationcity-US is contesting in good faith with appropriate proceedings as to which appropriate reserves have been set aside on the Financial Statements. (v) Educationcity-US has complied in all material respects with all applicable Laws, rules and regulations relating to the payment and withholding of Taxes and has timely withheld and paid all material amounts of Tax required to have been withheld and paid in connection with amounts paid or owed to any employee, independent contractor, creditor, shareholder, or other third party. (vi) The Purchaser has been provided with true and complete copies of: (i) all Tax Returns of Educationcity-US (which if properly prepared would result in a 10material amount of Tax) for all taxable periods ending after December 31, 2005; and (ii) all revenue agents’ reports and other similar reports relating to the audit and examination of the Tax Returns of Educationcity-percent shareholder US for all taxable periods ending after December 31, 2005. (vii) Educationcity-US has not: (i) constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 871(h)(3)(B355(a)(1)(A) of the Code) in a distribution of stock qualifying or intended to qualify for tax-free treatment under Section 355 of the Borrower and Code; (ii) been a United States real property holding corporation within the meaning of Code Section 897(c)(2) during the applicable period specified in Code Section 897(c)(1)(A)(ii); or (iii) waived any statute of limitations in respect of Taxes, agreed to any extension of time with respect to a Tax assessment or deficiency, entered into a closing agreement under applicable Tax Law or requested or is not a controlled foreign corporation related subject to any private letter ruling of the Internal Revenue Service or comparable rulings of any taxing authority. (viii) No property owned by Educationcity-US is: (i) property required to be treated as owned by another Person pursuant to the Borrower provisions of Section 168(f)(8) of the Internal Revenue Code of 1954, as amended and in effect immediately prior to the enactment of the Tax Reform Act of 1986; (ii) “tax-exempt use property” within the meaning of Section 864(d)(4168(h)(1) of the Code)); (iii) “tax-exempt financed property” within the meaning of Section 168(h)(5) of the Code; (iv) “limited use property” within the meaning of Rev. Proc. 2001-28, properly completed and duly executed by such Bank 2001-1 C.B. 1156, (or Transfereev) establishing that such payment is (i) not subject to United States Federal withholding tax under the Code because such payment is effectively connected with the conduct by such Bank (or TransfereeSection 168(g)(1)(A) of a trade or business in the United States Code; or (iivi) totally exempt from (or in case of a Transferee, entitled subject to a reduced rate of) United States Federal withholding tax. Notwithstanding any other provision of this “section 467 rental agreement” as defined in Section 2.17(e), no Transferee shall be required to deliver any form pursuant to this Section 2.17(e) that such Transferee is not legally able to deliver. In addition, each Bank (or Transferee) shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered, but only, in such case, to the extent such Bank (or Transferee) is legally able to do so. (f) Notwithstanding anything to the contrary contained in this Section 2.17, the Borrower shall not be required to pay any additional amounts to any Bank (or Transferee) in respect of United States Federal withholding tax pursuant to paragraph (a) above if the obligation to pay such additional amounts would not have arisen but for a failure by such Bank (or Transferee) to comply with the provisions of paragraph (e) above. (g) Any Bank (or Transferee) claiming any additional amounts payable pursuant to this Section 2.17 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole determination of such Bank, be otherwise disadvantageous to such Bank (or Transferee). (h) Without prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in this Section 2.17 shall survive the payment in full 467 of the principal of and interest on all Loans made hereunderCode. (i) Nothing contained in this Section 2.17 shall require any Bank (or Transferee) or the Administrative Agent to make available any of its income tax returns (or any other information that it deems to be confidential or proprietary).

U.S. Taxes. (a) Any and Except as required by Applicable Law, all payments made by the Borrower hereunder under this Loan Agreement shall be made, in accordance with Section 2.16, made free and clear of of, and without deduction or withholding for or on account of, any and all present or future taxesincome, or Other Taxes, levies, imposts, deductionsduties, charges charges, fees, deductions or withholdings, and all liabilities with respect thereto imposed now or hereafter imposed, levied, collected, withheld or assessed by the United States or any political subdivision thereofGovernmental Authority, excluding net or overall gross income taxes or net or overall gross profit taxes, franchise taxes (imposed in lieu of net or overall gross income taxes) and branch profit taxes imposed on the net income of the Administrative Agent or any Bank (or Transferee) and franchise taxes of the Administrative Agent or any Bank (or Transferee), as applicable, Lender as a result of a present or former connection between the Lender and the jurisdiction of the Governmental Authority imposing such taxes and the Administrative Agent tax or such Bank any political subdivision or taxing authority thereof or therein (or Transferee), as applicable, other than a any such connection arising solely from the Administrative Agent or such Bank (or Transferee), as applicable, Lender’s having executed, delivered, delivered or performed its obligations or received a payment under, or enforced, this Loan Agreement (all or any other Loan Document). If any such nonexcluded non-excluded taxes, levies, imposts, deductionsduties, charges, fees, deductions or withholdings and liabilities being hereinafter referred to as "(“Non-Excluded Taxes"). If ”) or any Other Taxes are required to be withheld from any amounts payable to the Borrower Lender hereunder, the amounts so payable to the Lender shall be required by law increased to deduct any the extent necessary to yield to the Lender (after payment of all Non-Excluded Taxes from and Other Taxes) interest or any such other amounts payable hereunder at the rates or in respect of any sum payable hereunder to the Banks (or any Transferee) or the Administrative Agent, (i) the sum payable shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under amounts specified in this Section 2.17) such Bank (or Transferee) or the Administrative Agent (as the case may be) shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable lawLoan Agreement; provided, however, that no Transferee the Borrower shall not be required to increase any such amounts payable to the Lender with respect to any Non-Excluded Taxes that are (i) attributable to the Lender’s failure to comply with the requirements of any Bank shall be paragraph (d) or (e) of this Section 3.03, (ii) backup withholding taxes, imposed under Section 3406 of the Code, (iii) taxes imposed by way of withholding on net or gross income, but not excluding such taxes arising as a result of a change in Applicable Law occurring after (A) the date that such Person became a party to this Loan Agreement, or (B) with respect to an assignment, acquisition, grant of a participation the effective date of such assignment, acquisition, participation or appointment, except to the extent that such Person’s predecessor was entitled to receive any greater payment under this Section 2.17 than such Bank would have been entitled to receive amounts, or (C) with respect to the rights assigneddesignation of a new lending office, participated the effective date of such designation, except to the extent such Person was entitled to receive such amounts with respect to its previous lending office; and (iv) taxes resulting from such Person’s gross negligence or otherwise transferred unless such assignmentwillful misconduct (collectively, participation or transfer shall have been made at a time when and together with the circumstances giving rise to such greater payment did not existtaxes excluded by the first sentence of this Section 3.03(a), “Excluded Taxes”). (b) In addition, the Borrower agrees to bear and to shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law any current or future stamp or documentary taxes or any other similar excise taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery, registration or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document and any property taxes that arise from the enforcement of this Agreement or any other Loan Document ("Other Taxes")Applicable Law. (c) The Borrower will indemnify each Bank (or Transferee) and each Agent for the full amount of Non- Excluded Taxes and Other Taxes (including Whenever any Non-Excluded Taxes or Other Taxes imposed on amounts are payable under this Section 2.17) paid by such Bank the Borrower, as promptly as possible thereafter, the Borrower shall send to the Lender, a certified copy of an original official receipt received by the Borrower showing payment thereof (or Transferee) or if an official receipt is not available, such Agent, other evidence of payment as the case may be, and any liability (including penalties, interest and expenses (including reasonable attorney's fees and expenses)) arising therefrom or with respect thereto. A certificate as to the amount of such payment or liability prepared by a Bank or Agent, or the Administrative Agent on behalf of such Bank or Agent, absent manifest error, shall be final, conclusive and binding for all purposessatisfactory to such Lender). Such indemnification shall be made within 30 days after If the date the Bank (or Transferee) or the Agent, as the case may be, makes written demand therefor. (d) Within 30 days after the date of Borrower fails to pay any payment of Non-Excluded Taxes or Other Taxes required to be paid by the Borrower under this Section 3.03 when due to the relevant Governmental Authorityappropriate taxing authority or fails to remit to the Lender the required receipts or other required documentary evidence, the Borrower will furnish to shall indemnify the Administrative AgentLender for any incremental taxes, at its address referred to on interest or penalties that may become payable by the signature page, Lender as a result of any such failure. The agreements in this Section shall survive the original or a certified copy termination of a receipt issued by such Governmental Authority evidencing this Loan Agreement and the payment thereofof the Advance and all other amounts payable hereunder. (ed) At If the time it becomes a party to this Agreement or a Transferee, each Bank Lender (or TransfereeParticipant or the Lender’s assignee) that is organized under the laws of not a jurisdiction outside the “United States person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S. Lender”), such Person shall deliver to the Borrower (and, in the case of a TransfereeParticipant, subject to the immediately succeeding sentenceLender from which the related participation shall have been purchased) deliver to the Borrower two original copies of either a valid and currently effective U.S. Internal Revenue Service Form 1001 or W-8BEN, Form 4224 W-8ECI and/or Form W-8IMY, or, in the case of a Bank (or Transferee) Non-U.S. Lender claiming exemption from U.S. Federal federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "“portfolio interest", ” a statement substantially in the form of Exhibit F and a Form W-8W-8BEN, or and/or any subsequent version versions thereof or successors thereto, (and if such Bank (or Transferee) delivers a Form W-8, a certificate representing that such Bank (or Transferee) is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), thereto properly completed and duly executed by such Bank (Non- U.S. Lender claiming complete exemption from, or Transferee) establishing that such payment is (i) not subject to United States Federal withholding tax under the Code because such payment is effectively connected with the conduct by such Bank (or Transferee) of a trade or business in the United States or (ii) totally exempt from (or in case of a Transferee, entitled to a reduced rate of, U.S. federal withholding tax on all payments by the Borrower under this Loan Agreement and the other Loan Documents. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Loan Agreement (or, in the case of any Participant or the Lender’s assignee, on or before the date such Participant purchases the related participation, or Xxxxxx’s assignee takes its assignment, as the case may be). In addition, each Non-U.S. Lender shall deliver such forms promptly upon (i) the obsolescence, expiration or invalidity of any form previously delivered by such Non-U.S. Lender and (ii) the written request of the Borrower. If the Lender (or a Participant or the Lender’s assignee) is a “United States Federal person” as defined in Section 7701(a)(30) of the Code, it shall deliver a duly executed and properly completed Internal Revenue Service Form W-9 to the Borrower at the time(s) and in the manner(s) described above with respect to the other forms referenced in this clause (d) above certifying that such person is exempt from United States backup withholding taxtax on payments made hereunder under the Loan Documents; provided, however, that if the Lender is an “exempt recipient” within the meaning of Treasury Regulations section 1.6049-4(c), it shall not be required to provide a Form W-9 except to the extent required under Treasury Regulations section 1.1441-1. Notwithstanding any other provision of this Section 2.17(e)paragraph, no Transferee the Lender shall not be required to deliver any form pursuant to this Section 2.17(e) paragraph that such Transferee it is not legally able to deliver. In addition. (e) If the Lender is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which the Borrower is located, each Bank (or Transferee) any treaty to which such jurisdiction is a party, with respect to payments under this Loan Agreement then the Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered, but only, in such case, to the extent Borrower, at the time or times prescribed by Applicable Law or reasonably requested by the Borrower, such Bank (properly completed and executed documentation prescribed by Applicable Law as will permit such payments to be made without withholding or Transferee) at a reduced rate, provided that the Lender is legally able entitled to do socomplete, execute and deliver such documentation and in the Lender’s reasonable judgment such completion, execution or submission would not materially prejudice the legal position of the Lender. (f) If the Lender determines that it has received a refund, credit, or other reduction of taxes in respect of any Non-Excluded Taxes or Other Taxes paid by the Borrower, which refund, credit or other reduction is directly attributable to any Non-Excluded Taxes or Other Taxes paid by the Borrower, the Lender shall within sixty (60) days from the date of actual receipt of such refund or the filing of the tax return in which such credit or other reduction results in a lower tax payment, pay over such refund or the amount of such tax reduction to the Borrower (but only to the extent of Non-Excluded Taxes or Other Taxes paid by the Borrower), net of all out of pocket expenses of such Person, and without interest (other than interest paid by the relevant Governmental Authority with respect to such refund). Notwithstanding anything to the contrary contained in this Section 2.17Loan Agreement, upon the request of the Lender, the Borrower shall not be agrees to repay any amount paid over to the Borrower pursuant to the immediately preceding sentence (plus penalties, interest, or other charges) if such Person is required to pay any additional amounts to any Bank (or Transferee) in respect of United States Federal withholding tax pursuant to paragraph (a) above if the obligation to pay repay such additional amounts would not have arisen but for a failure by such Bank (or Transferee) to comply with the provisions of paragraph (e) above. (g) Any Bank (or Transferee) claiming any additional amounts payable pursuant to this Section 2.17 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole determination of such Bank, be otherwise disadvantageous to such Bank (or Transferee). (h) Without prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in this Section 2.17 shall survive the payment in full of the principal of and interest on all Loans made hereundertaxing Governmental Authority. (i) Nothing contained in this Section 2.17 shall require any Bank (or Transferee) or the Administrative Agent to make available any of its income tax returns (or any other information that it deems to be confidential or proprietary).

U.S. Taxes. (aA) Any and all payments by Notwithstanding anything to the Borrower hereunder shall be madecontrary in this clause 13, in accordance with Section 2.16, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto to taxes which are imposed or levied by or on behalf of the United States of America or any political subdivision thereofauthority thereof or therein having power to tax, excluding taxes imposed on the net income of the Administrative Agent any Borrower which is a U.S. Subsidiary shall only be under an obligation to gross up any amounts payable or any Bank (or Transferee) and franchise taxes of the Administrative Agent or any Bank (or Transferee), as applicable, as a result of a connection between the jurisdiction imposing such taxes and the Administrative Agent or such Bank (or Transferee), as applicable, other than a connection arising solely from the Administrative Agent or such Bank (or Transferee), as applicable, having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Non-Excluded Taxes"). If the paid by that Borrower shall be required by law to deduct any Non-Excluded Taxes from or in respect of any sum payable hereunder to the Banks (or any Transferee) or the Administrative Agent, (i) the sum payable shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.17) such Bank (or Transferee) or the Administrative Agent (as the case may be) shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable law; provided, however, that no Transferee of any Bank shall be entitled to receive any greater payment under this Section 2.17 than such Bank would have been entitled to receive with respect to the rights assigned, participated or otherwise transferred unless such assignment, participation or transfer shall have been made at a time when the circumstances giving rise to such greater payment did not exist. (b) In addition, the Borrower agrees to bear and to pay to the relevant Governmental Authority in accordance with applicable law any current or future stamp or documentary taxes or any other similar excise taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery, registration or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document and any property taxes that arise from the enforcement of this Agreement or any other Loan Document ("Other Taxes"). (c) The Borrower will indemnify each Bank (or Transferee) and each Agent for the full amount of Non- Excluded Taxes and Other Taxes (including Non-Excluded Taxes or Other Taxes imposed on amounts payable under this Section 2.17) paid by such Bank (or Transferee) or such Agent, as the case may be, and any liability (including penalties, interest and expenses (including reasonable attorney's fees and expenses)) arising therefrom or with respect thereto. A certificate as to the amount of such payment or liability prepared by a Bank or Agent, or the Administrative Agent on behalf of such Bank or Agent, absent manifest error, shall be final, conclusive and binding for all purposes. Such indemnification shall be made within 30 days after the date the Bank (or Transferee) or the Agent, as the case may be, makes written demand therefor. (d) Within 30 days after the date of any payment of Non-Excluded Taxes or Other Taxes by the Borrower to the relevant Governmental Authority, the Borrower will furnish to the Administrative Agent, at its address referred to on the signature page, the original or a certified copy of a receipt issued by such Governmental Authority evidencing payment thereof. (e) At the time it becomes a party to this Agreement or a Transferee, each Bank (or Transferee) Lender that is organized not organised under the laws of a jurisdiction outside the United States shall of America or any state or political sub-division thereof (or payable or paid by the Facility Agent to such Lender) if: (i) such Lender as soon as practicable, but in any event prior to any payment by the Borrower concerned, delivers to that Borrower: (a) if the facility office of such Lender is located in the case United States of a TransfereeAmerica, subject to the immediately succeeding sentence) deliver to the Borrower either a valid two accurate and currently effective complete original signed copies of Internal Revenue Service Form 1001 W-8EC1 or Form 4224 orany successor thereto (including, in the case of a Bank (or Transferee) claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest"without limitation, a Form W-8any substitute form which constitutes, or which includes as part or all thereof, any subsequent version thereof or successors thereto, revised such form) (and if such Bank (or Transferee"FORM W-8EC1") delivers a Form W-8, a certificate representing that such Bank (or Transferee) is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related relating to the Borrower (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such Bank (or Transferee) establishing that such payment is (i) not subject to United States Federal withholding tax under the Code because such payment is income effectively connected with the conduct by such Bank (or Transferee) of a trade or business in the United States of America; or (b) if the facility office of such Lender is located outside the United States of America, two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN or any successor thereto (including, without limitation, any substitute form which constitutes, or which includes as part or all thereof, any revised such form) ("FORM W-8BEN") relating to an applicable double tax treaty concluded by the United States of America (such Forms W-8BEN to be provided by the Facility Agent to the Lenders on signature of this Agreement), in each case, indicating that such Lender is on the Signing Date or, in the case of any Lender becoming a party to this Agreement after the Signing Date, on the date it becomes a party entitled to receive payments of principal, interest and fees under this Agreement free from any deduction and withholding of US income tax; (ii) totally exempt from before or promptly after any occurrence of any event (including the passing of time) requiring a change or re-issuance in the most recent Form W-8EC1 or Form W-8BEN previously delivered by such persons and if the delivery of the same be lawful, such Lender delivers to the Borrower concerned two accurate and complete original signed copies of Form W-8EC1 or Form W-8BEN in replacement for the forms previously delivered by such Lender; (iii) if any forms or documents other than or in addition to the forms referred to above are required or such forms referred to above shall cease to be required in order for any Borrower which is a U.S. Subsidiary to make payments of interest under this Agreement without any deduction or withholding on account of U.S. income tax, such Lender as soon as practicable, delivers to the Borrower or the relevant tax authority such forms or other similar document notified by any Borrower which is a U.S. Subsidiary to such Lender which such Lender can reasonably submit to any relevant tax authority so as to avoid such deduction or withholding to the extent that it is lawful for such Lender to do so. This clause 13.4(A) shall not apply where such obligation to gross up arises as a result of the introduction of or any change in law or regulation or in the official interpretation, administration or application thereof of any relevant tax authority or the amendment, withdrawal, suspension, cancellation or termination of any applicable tax treaty with respect to any Lender, in any such case, after the Signing Date. (B) Each Lender which is organised under the laws of the United States of America or any state or political sub-division thereof shall deliver (through the Facility Agent) to each Borrower which is a U.S. Subsidiary as soon as practicable, but in any event prior to any payment by the Borrower concerned, a statement signed by an authorised signatory of such Lender to the effect that it is so organised and, if necessary in order to avoid United States backup withholding, a duly completed copy of Internal Revenue Service Form W-9 (or in case of a Transferee, entitled any successor thereto) establishing that such Lender is not subject to a reduced rate of) United States Federal withholding tax. Notwithstanding any other provision backup withholding. (C) The Facility Agent shall have no responsibility or liability for and no obligation to check the accuracy or appropriateness of this Section 2.17(e), no Transferee shall be required to deliver any form or statement delivered by any Lender pursuant to this Section 2.17(e) that such Transferee is not legally able to deliver. In addition, each Bank (or Transferee) shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered, but only, in such case, to the extent such Bank (or Transferee) is legally able to do soclause 13.4. (f) Notwithstanding anything to the contrary contained in this Section 2.17, the Borrower shall not be required to pay any additional amounts to any Bank (or Transferee) in respect of United States Federal withholding tax pursuant to paragraph (a) above if the obligation to pay such additional amounts would not have arisen but for a failure by such Bank (or Transferee) to comply with the provisions of paragraph (e) above. (g) Any Bank (or Transferee) claiming any additional amounts payable pursuant to this Section 2.17 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole determination of such Bank, be otherwise disadvantageous to such Bank (or Transferee). (h) Without prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in this Section 2.17 shall survive the payment in full of the principal of and interest on all Loans made hereunder. (i) Nothing contained in this Section 2.17 shall require any Bank (or Transferee) or the Administrative Agent to make available any of its income tax returns (or any other information that it deems to be confidential or proprietary).