Common use of U.S. Taxes Clause in Contracts

U.S. Taxes. (a) All payments made by any Borrower under this Agreement or any Note shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding all present and future income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Bank as a result of a present or former connection between 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 (other than any such connection arising solely from the Administrative Agent or such Bank having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any Note). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") 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 to 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 are payable by a Borrower, as promptly as possible thereafter, such Borrower shall send to the Administrative Agent for its own account or for the account of such Bank, as the case may be, a certified copy of an original official receipt received by such Borrower showing payment thereof. If a Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Administrative agent the required receipts or other required documentary evidence, such Borrower shall indemnify the Administrative Agent and the Banks for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Bank as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) Each Bank that is not incorporated under the laws of the U.S. or a state thereof shall: (i) deliver to the Investment Adviser and the Administrative Agent (A) two duly completed copies of U.S. Internal Revenue Service Form 1001 or 4224, or successor applicable form, as the case may be, and (B) and Internal Revenue Service From W-8 or W-9, or successor 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, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such 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. (c) If any 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 on behalf of such Bank by a Borrower (a "Tax Credit"), such Bank shall promptly pay to such Borrower the amount so received with respect to the Tax Credit. If such Tax Credit is not received by such Bank in the 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 (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 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 is determined to be ineligible for, a Tax Credit for such amount. Notwithstanding anything to the contrary contained herein, each Borrower hereby acknowledges 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 (as the case may be) and (ii) such Borrower shall have no right to inspect any records (including tax returns) of the Administrative Agent or such Bank (as the case may be).

U.S. Taxes. (a) All payments made by any Borrower under this Agreement or any Note shall be made free and clear of, and without deduction or withholding for or on account of, any present resent or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding all present and future income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Bank as a result of a present or former connection between 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 (other than any such connection arising solely from the Administrative Agent or such Bank having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any Note). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") 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, providedPROVIDED, howeverHOWEVER, that a Borrower shall not be required to increase any such amounts payable to any arty Bank that is not organized under the laws of the U.S. or a state thereof if such Bank fails falls to comply with the requirements of paragraph (b) of this Section. Whenever any Non-Excluded Taxes are payable by a Borrower, as promptly as possible thereafter, such Borrower shall send to the Administrative Agent for its own account or for the account of such Bank, . as the case may be, . a certified copy of an original official receipt received by such Borrower showing payment thereof. If a Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Administrative agent Agent the required receipts or other required documentary evidence, such Borrower shall indemnify the Administrative Agent and the Banks for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Bank as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) Each Bank that is not incorporated under the laws of the U.S. or a state thereof shall: (i) deliver to the Investment Adviser and the Administrative Agent (A) two duly completed copies of U.S. Internal Revenue Service Form 1001 or 4224, or successor applicable form, as the case may be, and (B) and Internal Revenue Service From W-8 W4 or W-9, or successor 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, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such 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 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 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. (c) If any 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 on behalf of such Bank by a Borrower (a "Tax Credit"), such Bank shall promptly pay to such Borrower the amount so received with respect to the Tax Credit. If Credit if such Tax Credit is not received by such Bank in the 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 (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 Bunk 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 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 is determined to be ineligible for, a Tax Credit for such amount. Notwithstanding anything to the contrary contained herein, each Borrower hereby acknowledges amount and agrees that 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 (as the case may be) and (ii) such Borrower shall have no right to inspect any records (including tax returns) of the Administrative Agent or such Bank (as the case may be).

U.S. Taxes. (a) All Any and all payments made by any the Borrower under this Agreement or any Note hereunder shall be made made, in accordance with Section 2.16, 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, dutiesdeductions, charges, fees, deductions charges or withholdings, now and all liabilities with respect thereto imposed by the United States or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authoritypolitical subdivision thereof, excluding all present and future income taxes and franchise taxes (imposed in lieu of on the net income taxes) imposed on 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 (Transferee), as applicable, other than any such a connection arising solely from the Administrative Agent or such Bank (or Transferee), as applicable, having executed, delivered or delivered, performed its obligations or received a payment under, or enforced, this Agreement or any Note). If any (all such non-excluded nonexcluded taxes, levies, imposts, dutiesdeductions, charges, fees, deductions or 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) are 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 be withheld from any amounts additional sums payable to under this Section 2.17) such Bank (or Transferee) or the Administrative Agent or any Bank hereunder or under any Note, (as the amounts so payable case may be) shall receive an amount equal to the Administrative Agent or sum it would have received had no such Bank deductions been made, (ii) the Borrower shall be increased make such deductions and (iii) the Borrower shall pay the full amount deducted to the extent necessary to yield to the Administrative Agent relevant taxing authority or such Bank (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or Governmental Authority in the amounts specified on this Agreement, accordance with applicable law; provided, however, that a Borrower shall not be required to increase any such amounts payable to no Transferee of any Bank that is not organized shall be entitled to receive any greater payment under the laws of the U.S. or a state thereof if this Section 2.17 than such Bank fails would have been entitled to comply receive with the requirements of paragraph (b) of this Section. Whenever any Non-Excluded Taxes are payable by a Borrower, as promptly as possible thereafter, such Borrower shall send respect to the Administrative Agent for its own account rights assigned, participated or for otherwise transferred unless such assignment, participation or transfer shall have been made at a time when the account of circumstances giving rise to such Bank, as the case may be, a certified copy of an original official receipt received by such Borrower showing greater payment thereof. If a Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Administrative agent the required receipts or other required documentary evidence, such Borrower shall indemnify the Administrative Agent and the Banks for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Bank as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderdid not exist. (b) Each Bank 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 is not incorporated under arise from any payment made hereunder or from the laws 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 the U.S. this Agreement or a state thereof shall:any other Loan Document ("Other Taxes"). (ic) deliver to The Borrower will indemnify each Bank (or Transferee) and each Agent for the Investment Adviser full amount of Non- Excluded Taxes and the Administrative Agent Other Taxes (Aincluding Non-Excluded Taxes or Other Taxes imposed on amounts payable under this Section 2.17) two duly completed copies of U.S. Internal Revenue Service Form 1001 paid by such Bank (or 4224, Transferee) or successor applicable formsuch Agent, as the case may be, and any liability (Bincluding penalties, interest and expenses (including reasonable attorney's fees and expenses)) and Internal Revenue Service From W-8 arising therefrom or W-9with respect thereto. A certificate as to the amount of such payment or liability prepared by a Bank or Agent, or successor applicable formthe 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. (iid) deliver Within 30 days after the date of any payment of Non-Excluded Taxes or Other Taxes by the Borrower to the Investment Adviser and relevant Governmental Authority, 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 Borrower will furnish 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 , at its address referred to on the signature page, the original or a certified copy of a receipt issued by such case an event Governmental Authority evidencing payment thereof. (includinge) At the time it becomes a party to this Agreement or a Transferee, without limitation, any change in treaty, law each Bank (or regulationTransferee) has occurred prior to that is organized under 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 laws of a jurisdiction outside the Investment Adviser and the Administrative Agent. Such Bank United States shall certify (A) 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 4224Form 4224 or, 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 Bank (or W-9, that it is entitled to an Transferee) claiming exemption from U.S. backup 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. Each Person that Notwithstanding any other provision of this Section 2.17(e), no Transferee 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 deliver any form pursuant to this Section 52.17(e) that such Transferee is not legally able to deliver. In addition, provided that each Bank (or Transferee) shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered, but only, in the case of a Person subject to a participationsuch case, such Person shall furnish all required forms and statements to the extent such Bank from which the related participation shall have been purchased(or Transferee) is legally able to do so. (cf) If any 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 on behalf of such Bank by a Borrower (a "Tax Credit"), such Bank shall promptly pay to such Borrower the amount so received with respect to the Tax Credit. If such Tax Credit is not received by such Bank in the 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 (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 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 is determined to be ineligible for, a Tax Credit for such amount. 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, each Borrower hereby acknowledges the agreements and agrees thatobligations contained in this Section 2.17 shall survive the payment in full of the principal of and interest on all Loans made hereunder. (i) neither Nothing contained in this Section 2.17 shall require any Bank (or Transferee) or the Administrative Agent nor to make available any Bank shall of its income tax returns (or any other information that it deems to be obligated to provide such Borrower with details of the tax position of the Administrative Agent confidential or such Bank (as the case may be) and (ii) such Borrower shall have no right to inspect any records (including tax returns) of the Administrative Agent or such Bank (as the case may beproprietary).

U.S. Taxes. (a) All Any and all payments made by any the Borrower under this Agreement or any Note hereunder shall be made made, in accordance with Section 2.16, 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, dutiesdeductions, charges, fees, deductions charges or withholdings, now and all liabilities with respect thereto imposed by the United States or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authoritypolitical subdivision thereof, excluding all present and future taxes imposed on the net income taxes of an Agent or any Lender (or Transferee) and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative an Agent or any Bank Lender (or Transferee), as applicable, as a result of a present or former connection between the Administrative jurisdiction imposing such taxes and such Agent or such Bank and the jurisdiction of the Governmental Authority imposing such tax Lender (or any political subdivision or taxing authority thereof or therein (Transferee), as applicable, other than any such a connection arising solely from the Administrative such Agent or such Bank Lender (or Transferee), as applicable, having executed, delivered or delivered, performed its obligations or received a payment under, or enforced, this Agreement or any Note). If any (all such non-excluded nonexcluded taxes, levies, imposts, dutiesdeductions, charges, fees, deductions or withholdings (and liabilities being hereinafter referred to as "Non-Excluded Taxes") are ). If the Borrower shall be required by law to be withheld deduct any Non-Excluded Taxes from or in respect of any amounts sum payable hereunder to the Administrative Agent Lenders (or any Bank hereunder Transferee) or under any Notean Agent, (i) the amounts so sum payable to the Administrative Agent or such Bank 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 Lender (or Transferee) or an Agent (as the case may be) shall receive an amount equal to the extent necessary to yield 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 Administrative Agent relevant taxing authority or such Bank (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or Governmental Authority in the amounts specified on this Agreement, accordance with applicable law; provided, however, that a Borrower no Transferee of any Lender shall not be required entitled to increase receive any greater payment under this Section 2.17 than such amounts payable Lender would have been entitled to any Bank that is not organized under the laws of the U.S. or a state thereof if such Bank fails to comply receive with the requirements of paragraph (b) of this Section. Whenever any Non-Excluded Taxes are payable by a Borrower, as promptly as possible thereafter, such Borrower shall send respect to the Administrative Agent for its own account rights assigned, participated or for otherwise transferred unless such assignment, participation or transfer shall have been made at a time when the account of circumstances giving rise to such Bank, as the case may be, a certified copy of an original official receipt received by such Borrower showing greater payment thereof. If a Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Administrative agent the required receipts or other required documentary evidence, such Borrower shall indemnify the Administrative Agent and the Banks for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Bank as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderdid not exist. (b) Each Bank 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 is not incorporated under arise from any payment made hereunder or from the laws 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 the U.S. this Agreement or a state thereof shall:any other Loan Document ("Other Taxes"). (ic) deliver to The Borrower will indemnify each Lender (or Transferee) and each Agent for the Investment Adviser full amount of Non- Excluded Taxes and the Administrative Agent Other Taxes (Aincluding Non-Excluded Taxes or Other Taxes imposed on amounts payable under this Section 2.17) two duly completed copies of U.S. Internal Revenue Service Form 1001 paid by such Lender (or 4224, Transferee) or successor applicable formsuch Agent, as the case may be, and any liability (Bincluding penalties, interest and expenses (including reasonable attorney's fees and expenses)) and Internal Revenue Service From W-8 arising therefrom or W-9with respect thereto. A certificate as to the amount of such payment or liability prepared by a Lender or Agent, or successor applicable formthe Administrative Agent on behalf of such 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 such Lender (or Transferee) or such Agent, as the case may be;, makes written demand therefor. (iid) deliver Within 30 days after the date of any payment of Non-Excluded Taxes or Other Taxes by the Borrower to the Investment Adviser and relevant Governmental Authority, 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 Borrower will furnish 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 , at its address referred to on the signature page, the original or a certified copy of a receipt issued by such case an event Governmental Authority evidencing payment thereof. (includinge) At the time it becomes a party to this Agreement or a Transferee, without limitation, any change in treaty, law each Lender (or regulationTransferee) has occurred prior to that is organized under 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 laws of a jurisdiction outside the Investment Adviser and the Administrative Agent. Such Bank United States shall certify (A) 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 4224Form 4224 or, 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 Lender (or W-9, that it is entitled to an Transferee) claiming exemption from U.S. backup 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 Lender (or Transferee) delivers a Form W-8, a certificate representing that such 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 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 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. Each Person that Notwithstanding any other provision of this Section 2.17(e), no Transferee 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 deliver any form pursuant to this Section 52.17(e) that such Transferee is not legally able to deliver. In addition, provided that each Lender (or Transferee) shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered, but only, in the case of a Person subject to a participationsuch case, such Person shall furnish all required forms and statements to the Bank from which the related participation shall have been purchasedextent such Lender (or Transferee) is legally able to do so. (cf) If any 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 on behalf of such Bank by a Borrower (a "Tax Credit"), such Bank shall promptly pay to such Borrower the amount so received with respect to the Tax Credit. If such Tax Credit is not received by such Bank in the 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 (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 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 is determined to be ineligible for, a Tax Credit for such amount. Notwithstanding anything to the contrary contained in this Section 2.17, the Borrower shall not be required to pay any additional amounts to any 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 Lender (or Transferee) to comply with the provisions of paragraph (e) above. (g) Any 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 Lender, be otherwise disadvantageous to such Lender (or Transferee). (h) Without prejudice to the survival of any other agreement contained herein, each Borrower hereby acknowledges the agreements and agrees thatobligations contained in this Section 2.17 shall survive the payment in full of the principal of and interest on all Loans made hereunder. (i) neither Nothing contained in this Section 2.17 shall require any Lender (or Transferee) or the Administrative Agent nor to make available any Bank shall of its income tax returns (or any other information that it deems to be obligated to provide such Borrower with details of the tax position of the Administrative Agent confidential or such Bank (as the case may be) and (ii) such Borrower shall have no right to inspect any records (including tax returns) of the Administrative Agent or such Bank (as the case may beproprietary).

U.S. Taxes. (a) All Except as required by Applicable Law, all payments made by any the Borrower under this Loan Agreement or any Note shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxesOther Taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding all present and future net or overall gross income taxes and 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 Administrative Agent or any Bank Lender as a result of a present or former connection between the Administrative Agent or such Bank Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Bank Lender’s having executed, delivered or performed its obligations or received a payment under, or enforced, this Loan Agreement or any Noteother Loan Document). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("“Non-Excluded Taxes"”) or any Other Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Bank hereunder or under any NoteLender hereunder, the amounts so payable to the Administrative Agent or such Bank Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Bank Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified on in this Loan Agreement, ; provided, however, that a the Borrower shall not be required to increase any such amounts payable to the Lender with respect to any Bank Non-Excluded Taxes that is not organized under are (i) attributable to the laws of the U.S. or a state thereof if such Bank fails Lender’s failure to comply with the requirements of paragraph (bd) or (e) of this Section. 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 such amounts, or (C) with respect to the designation of a new lending office, 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 willful misconduct (collectively, and together with the taxes excluded by the first sentence of this Section 3.03(a), “Excluded Taxes”). (b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with Applicable Law. (c) Whenever any Non-Excluded Taxes or Other Taxes are payable by a the Borrower, as promptly as possible thereafter, such the Borrower shall send to the Administrative Agent for its own account or for the account of such Bank, as the case may beLender, a certified copy of an original official receipt received by such the Borrower showing payment thereofthereof (or if an official receipt is not available, such other evidence of payment as shall be satisfactory to such Lender). If a the Borrower fails to pay any Non-Excluded Taxes or Other Taxes required to be paid by the Borrower under this Section 3.03 when due to the appropriate taxing authority or fails to remit to the Administrative agent Lender the required receipts or other required documentary evidence, such the Borrower shall indemnify the Administrative Agent and the Banks Lender for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Bank Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Loan Agreement and the payment of the Loans Advances and all other amounts payable hereunder. (bd) Each Bank that If the Lender (or Participant or the Lender’s assignee) is not incorporated under the laws a “United States person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S. or a state thereof shall: (i) Lender”), such Person shall deliver to the Investment Adviser and the Administrative Agent Borrower (A) two duly completed copies of U.S. Internal Revenue Service Form 1001 or 4224and, or successor applicable form, as the case may be, and (B) and Internal Revenue Service From W-8 or W-9, or successor 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, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such 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 4224Participant, 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 Lender from which the related participation shall have been purchased) two original copies of either U.S. Internal Revenue Service Form W-8BEN, Form W-8ECI and/or Form W-8IMY, or, in the case of a Non-U.S. Lender 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 statement substantially in the form of Exhibit F and a Form W-8BEN, and/or any subsequent versions thereof or successors thereto properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or 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 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 tax 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 paragraph, the Lender shall not be required to deliver any form pursuant to this paragraph that it is not legally able to deliver. (ce) 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, or any Bank treaty to which such jurisdiction is a party, with respect to payments under this Loan Agreement then the Lender shall receive deliver to the Borrower, at the time or times prescribed by Applicable Law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by Applicable Law as will permit such payments to be made without withholding or at a reduced rate, provided that the Lender is legally entitled to complete, 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 from or the filing of the tax return in which such credit or other reduction results in a taxing authority with respect tolower tax payment, and actually resulting from, an pay over such refund or the amount of such tax reduction to the Borrower (but only to the extent of Non-Excluded Taxes actually or Other Taxes paid to or on behalf by the Borrower), net of all out of pocket expenses of such Bank Person, and without interest (other than interest paid by a Borrower (a "Tax Credit"), such Bank shall promptly pay to such Borrower the amount so received relevant Governmental Authority with respect to the Tax Credit. If such Tax Credit is not received by such Bank in the 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 (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 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 is determined to be ineligible for, a Tax Credit for such amountrefund). Notwithstanding anything to the contrary contained hereinin this Loan Agreement, each Borrower hereby acknowledges and agrees that (i) neither upon the Administrative Agent nor any Bank shall be obligated to provide such Borrower with details request of the tax position of Lender, the Administrative Agent Borrower agrees to repay any amount paid over to the Borrower pursuant to the immediately preceding sentence (plus penalties, interest, or other charges) if such Bank (as Person is required to repay such amount to the case may be) and (ii) such Borrower shall have no right to inspect any records (including tax returns) of the Administrative Agent or such Bank (as the case may be)taxing Governmental Authority.

U.S. Taxes. (a) All payments made by any Borrower under this Agreement or any Note shall be made free and clear of, and without deduction or withholding for or on account of, any present resent or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding all present and future income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Bank as a result of a present or former connection between 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 (other than any such connection arising solely from the Administrative Agent or such Bank having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any Note). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") 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, providedPROVIDED, howeverHOWEVER, that a Borrower shall not be required to increase any such amounts payable to any arty Bank that is not organized under the laws of the U.S. or a state thereof if such Bank fails falls to comply with the requirements of paragraph (b) of this Section. Whenever any Non-Excluded Taxes are payable by a Borrower, as promptly as possible thereafter, such Borrower shall send to the Administrative Agent for its own account or for the account of such Bank, . as the case may be, . a certified copy of an original official receipt received by such Borrower showing payment thereof. If a Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Administrative agent Agent the required receipts or other required documentary evidence, such Borrower shall indemnify the Administrative Agent and the Banks for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Bank as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) Each Bank that is not incorporated under the laws of the U.S. or a state thereof shall: (i) deliver to the Investment Adviser and the Administrative Agent (A) two duly completed copies of U.S. Internal Revenue Service Form 1001 or 4224, or successor applicable form, as the case may be, and (B) and Internal Revenue Service From W-8 W4 or W-9, or successor 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, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such 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 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 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. (c) If any 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 on behalf of such Bank by a Borrower (a "Tax Credit"), such Bank shall promptly pay to such Borrower the amount so received with respect to the Tax Credit. If Credit if such Tax Credit is not received by such Bank in the 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 (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 Bunk 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 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 is determined to be ineligible for, a Tax Credit for such amount. Notwithstanding anything to the contrary contained herein, each Borrower hereby acknowledges amount and agrees that 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 (as the case may be) and (ii) such Borrower shall have no right tight to inspect any records (including tax returns) of the Administrative Agent or such Bank (as the case may be).

U.S. Taxes. (a) All Except as required by Applicable Law, all payments made by any the Borrower under this Loan Agreement or any Note shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxesOther Taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding all present and future net or overall gross income taxes and 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 Administrative Agent or any Bank Lender as a result of a present or former connection between the Administrative Agent or such Bank Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Bank Lender’s having executed, delivered or performed its obligations or received a payment under, or enforced, this Loan Agreement or any Noteother Loan Document). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("“Non-Excluded Taxes"”) or any Other Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Bank hereunder or under any NoteLender hereunder, the amounts so payable to the Administrative Agent or such Bank Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Bank Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified on in this Loan Agreement, ; provided, however, that a the Borrower shall not be required to increase any such amounts payable to the Lender with respect to any Bank Non-Excluded Taxes that is not organized under are (i) attributable to the laws of the U.S. or a state thereof if such Bank fails Lender’s failure to comply with the requirements of paragraph (bd) or (e) of this Section. 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 such amounts, or (C) with respect to the designation of a new lending office, 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 willful misconduct (collectively, and together with the taxes excluded by the first sentence of this Section 3.03(a), “Excluded Taxes”). (b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with Applicable Law. (c) Whenever any Non-Excluded Taxes or Other Taxes are payable by a the Borrower, as promptly as possible thereafter, such the Borrower shall send to the Administrative Agent for its own account or for the account of such Bank, as the case may beLender, a certified copy of an original official receipt received by such the Borrower showing payment thereofthereof (or if an official receipt is not available, such other evidence of payment as shall be satisfactory to such Lender). If a the Borrower fails to pay any Non-Excluded Taxes or Other Taxes required to be paid by the Borrower under this Section 3.03 when due to the appropriate taxing authority or fails to remit to the Administrative agent Lender the required receipts or other required documentary evidence, such the Borrower shall indemnify the Administrative Agent and the Banks Lender for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Bank Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Loan Agreement and the payment of the Loans Advance and all other amounts payable hereunder. (bd) Each Bank that If the Lender (or Participant or the Lender’s assignee) is not incorporated under the laws a “United States person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S. or a state thereof shall: (i) Lender”), such Person shall deliver to the Investment Adviser and the Administrative Agent Borrower (A) two duly completed copies of U.S. Internal Revenue Service Form 1001 or 4224and, or successor applicable form, as the case may be, and (B) and Internal Revenue Service From W-8 or W-9, or successor 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, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such 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 4224Participant, 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 Lender from which the related participation shall have been purchased) two original copies of either U.S. Internal Revenue Service Form W-8BEN, Form W-8ECI and/or Form W-8IMY, or, in the case of a Non-U.S. Lender 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 statement substantially in the form of Exhibit F and a Form W-8BEN, and/or any subsequent versions thereof or successors thereto properly completed and duly executed by such Non- U.S. Lender claiming complete exemption from, or 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 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 tax 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 paragraph, the Lender shall not be required to deliver any form pursuant to this paragraph that it is not legally able to deliver. (ce) 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, or any Bank treaty to which such jurisdiction is a party, with respect to payments under this Loan Agreement then the Lender shall receive deliver to the Borrower, at the time or times prescribed by Applicable Law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by Applicable Law as will permit such payments to be made without withholding or at a reduced rate, provided that the Lender is legally entitled to complete, 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 from or the filing of the tax return in which such credit or other reduction results in a taxing authority with respect tolower tax payment, and actually resulting from, an pay over such refund or the amount of such tax reduction to the Borrower (but only to the extent of Non-Excluded Taxes actually or Other Taxes paid to or on behalf by the Borrower), net of all out of pocket expenses of such Bank Person, and without interest (other than interest paid by a Borrower (a "Tax Credit"), such Bank shall promptly pay to such Borrower the amount so received relevant Governmental Authority with respect to the Tax Credit. If such Tax Credit is not received by such Bank in the 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 (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 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 is determined to be ineligible for, a Tax Credit for such amountrefund). Notwithstanding anything to the contrary contained hereinin this Loan Agreement, each Borrower hereby acknowledges and agrees that (i) neither upon the Administrative Agent nor any Bank shall be obligated to provide such Borrower with details request of the tax position of Lender, the Administrative Agent Borrower agrees to repay any amount paid over to the Borrower pursuant to the immediately preceding sentence (plus penalties, interest, or other charges) if such Bank (as Person is required to repay such amount to the case may be) and (ii) such Borrower shall have no right to inspect any records (including tax returns) of the Administrative Agent or such Bank (as the case may be)taxing Governmental Authority.

U.S. Taxes. (a) All Any and all payments made by any Borrower under this Agreement or any Note the Borrowers hereunder shall be made made, in accordance with Section 2.16, 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, dutiesdeductions, charges, fees, deductions charges or withholdings, now and all liabilities with respect thereto imposed by the United States or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authoritypolitical subdivision thereof, excluding all present and future taxes imposed on the net income taxes of an Agent or any Lender (or Transferee) and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative an Agent or any Bank Lender (or Transferee), as applicable, as a result of a present or former connection between the Administrative jurisdiction imposing such taxes and such Agent or such Bank and the jurisdiction of the Governmental Authority imposing such tax Lender (or any political subdivision or taxing authority thereof or therein (Transferee), as applicable, other than any such a connection arising solely from the Administrative such Agent or such Bank Lender (or Transferee), as applicable, having executed, delivered or delivered, performed its obligations or received a payment under, or enforced, this Agreement or any Note). If any (all such non-excluded nonexcluded taxes, levies, imposts, dutiesdeductions, charges, fees, deductions or withholdings (and liabilities being hereinafter referred to as "Non-Excluded Taxes") are ). If a Borrower shall be required by law to be withheld deduct any Non-Excluded Taxes from or in respect of any amounts sum payable hereunder to the Administrative Agent Lenders (or any Bank hereunder Transferee) or under any Notean Agent, (i) the amounts so sum payable to the Administrative Agent or such Bank 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 Lender (or Transferee) or an Agent (as the case may be) shall receive an amount equal to the extent necessary to yield sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions and (iii) such Borrower shall pay the full amount deducted to the Administrative Agent relevant taxing authority or such Bank (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or Governmental Authority in the amounts specified on this Agreement, accordance with applicable law; provided, however, that no Transferee of any Lender shall be entitled to receive any greater payment under this Section 2.17 than such 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 Borrower shall time when the circumstances giving rise to such greater payment did not be required to 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 exist. (b) In addition, 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 Section. Whenever Agreement or any other Loan Document ("Other Taxes"). (c) The relevant Borrower will indemnify each Lender (or Transferee) and each Agent for the full amount of Non-Excluded Taxes are and Other Taxes (including Non-Excluded Taxes or Other Taxes imposed on amounts payable under this Section 2.17) paid by a Borrower, as promptly as possible thereafter, such Borrower shall send to the Administrative Agent for its own account Lender (or for the account of Transferee) or such BankAgent, as the case may be, in respect of a certified copy of an original official receipt received by Loan to such Borrower showing payment thereofand any liability (including penalties, interest and expenses (including reasonable attorney's fees and expenses)) arising therefrom or with respect thereto. If a Borrower fails to pay any Non-Excluded Taxes when due A certificate as to the appropriate taxing authority amount of such payment or fails to remit to the Administrative agent the required receipts liability prepared by a Lender or other required documentary evidenceAgent, such Borrower shall indemnify or the Administrative Agent on behalf of such 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 Banks for any incremental taxes, interest date such Lender (or penalties that may become payable by the Administrative Agent Transferee) or any Bank as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) Each Bank that is not incorporated under the laws of the U.S. or a state thereof shall: (i) deliver to the Investment Adviser and the Administrative Agent (A) two duly completed copies of U.S. Internal Revenue Service Form 1001 or 4224, or successor applicable formAgent, as the case may be, and (B) and Internal Revenue Service From W-8 or W-9, or successor applicable form, as the case may be;makes written demand therefor. (iid) deliver Within 30 days after the date of any payment of Non-Excluded Taxes or Other Taxes by a Borrower to the Investment Adviser and the Administrative Agent two further copies of any relevant Governmental Authority, 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 Borrower will furnish 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 , at its address referred to on the signature page, the original or a certified copy of a receipt issued by such case an event Governmental Authority evidencing payment thereof. (includinge) At the time it becomes a party to this Agreement or a Transferee, without limitation, any change in treaty, law each Lender (or regulationTransferee) has occurred prior to that is organized under 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 laws of a jurisdiction outside the Investment Adviser and the Administrative Agent. Such Bank United States shall certify (A) in the case of a Transferee, subject to the immediately succeeding sentence) deliver to the Borrowers either a valid and currently effective Internal Revenue Service Form 1001 or 4224Form 4224 or, 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 Lender (or W-9, that it is entitled to an Transferee) claiming exemption from U.S. backup 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 Lender (or Transferee) delivers a Form W-8, a certificate representing that such 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 Borrowers and is not a controlled foreign corporation related to any of the Borrowers (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such 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 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. Each Person that Notwithstanding any other provision of this Section 2.17(e), no Transferee 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 deliver any form pursuant to this Section 52.17(e) that such Transferee is not legally able to deliver. In addition, provided that each Lender (or Transferee) shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered, but only, in the case of a Person subject to a participationsuch case, such Person shall furnish all required forms and statements to the Bank from which the related participation shall have been purchasedextent such Lender (or Transferee) is legally able to do so. (cf) If any 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 on behalf of such Bank by a Borrower (a "Tax Credit"), such Bank shall promptly pay to such Borrower the amount so received with respect to the Tax Credit. If such Tax Credit is not received by such Bank in the 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 (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 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 is determined to be ineligible for, a Tax Credit for such amount. Notwithstanding anything to the contrary contained in this Section 2.17, the Borrowers shall not be required to pay any additional amounts to any 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 Lender (or Transferee) to comply with the provisions of paragraph (e) above. (g) Any 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 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 Lender, be otherwise disadvantageous to such Lender (or Transferee). (h) Without prejudice to the survival of any other agreement contained herein, each Borrower hereby acknowledges the agreements and agrees thatobligations contained in this Section 2.17 shall survive the payment in full of the principal of and interest on all Loans made hereunder. (i) neither Nothing contained in this Section 2.17 shall require any Lender (or Transferee) or the Administrative Agent nor to make available any Bank shall of its income tax returns (or any other information that it deems to be obligated to provide such Borrower with details of the tax position of the Administrative Agent confidential or such Bank (as the case may be) and (ii) such Borrower shall have no right to inspect any records (including tax returns) of the Administrative Agent or such Bank (as the case may beproprietary).

U.S. Taxes. (a) All Except as required by Applicable Law, all payments made by any the Borrower under this Loan Agreement or any Note shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxesOther Taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding all present and future net or overall gross income taxes and 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 Administrative Agent or any Bank Lender as a result of a present or former connection between the Administrative Agent or such Bank Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Bank Lender’s having executed, delivered or performed its obligations or received a payment under, or enforced, this Loan Agreement or any Noteother Loan Document). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("“Non-Excluded Taxes"”) or any Other Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Bank hereunder or under any NoteLender hereunder, the amounts so payable to the Administrative Agent or such Bank Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Bank Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified on in this Loan Agreement, ; provided, however, that a the Borrower shall not be required to increase any such amounts payable to the Lender with respect to any Bank Non-Excluded Taxes that is not organized under are (i) attributable to the laws of the U.S. or a state thereof if such Bank fails Lender’s failure to comply with the requirements of paragraph (bd) or (e) of this Section. 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 such amounts, or (C) with respect to the designation of a new lending office, 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 willful misconduct (collectively, and together with the taxes excluded by the first sentence of this Section 3.03(a), “Excluded Taxes”). (b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with Applicable Law. (c) Whenever any Non-Excluded Taxes or Other Taxes are payable by a the Borrower, as promptly as possible thereafter, such the Borrower shall send to the Administrative Agent for its own account or for the account of such Bank, as the case may beLender, a certified copy of an original official receipt received by such the Borrower showing payment thereofthereof (or if an official receipt is not available, such other evidence of payment as shall be satisfactory to such Lender). If a the Borrower fails to pay any Non-Excluded Taxes or Other Taxes required to be paid by the Borrower under this Section 3.03 when due to the appropriate taxing authority or fails to remit to the Administrative agent Lender the required receipts or other required documentary evidence, such the Borrower shall indemnify the Administrative Agent and the Banks Lender for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Bank Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Loan Agreement and the payment of the Loans Advance and all other amounts payable hereunder. (bd) Each Bank that If the Lender (or Participant or the Lender’s assignee) is not incorporated under the laws a “United States person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S. or a state thereof shall: (i) Lender”), such Person shall deliver to the Investment Adviser and the Administrative Agent Borrower (A) two duly completed copies of U.S. Internal Revenue Service Form 1001 or 4224and, or successor applicable form, as the case may be, and (B) and Internal Revenue Service From W-8 or W-9, or successor 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, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such 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 4224Participant, 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 Lender from which the related participation shall have been purchased) two original copies of either U.S. Internal Revenue Service Form W-8BEN, Form W-8ECI and/or Form W-8IMY, or, in the case of a Non-U.S. Lender 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 statement substantially in the form of Exhibit F and a Form W-8BEN, and/or any subsequent versions thereof or successors thereto properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or 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 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 tax 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 paragraph, the Lender shall not be required to deliver any form pursuant to this paragraph that it is not legally able to deliver. (ce) 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, or any Bank treaty to which such jurisdiction is a party, with respect to payments under this Loan Agreement then the Lender shall receive deliver to the Borrower, at the time or times prescribed by Applicable Law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by Applicable Law as will permit such payments to be made without withholding or at a reduced rate, provided that the Lender is legally entitled to complete, 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 from or the filing of the tax return in which such credit or other reduction results in a taxing authority with respect tolower tax payment, and actually resulting from, an pay over such refund or the amount of such tax reduction to the Borrower (but only to the extent of Non-Excluded Taxes actually or Other Taxes paid to or on behalf by the Borrower), net of all out of pocket expenses of such Bank Person, and without interest (other than interest paid by a Borrower (a "Tax Credit"), such Bank shall promptly pay to such Borrower the amount so received relevant Governmental Authority with respect to the Tax Credit. If such Tax Credit is not received by such Bank in the 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 (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 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 is determined to be ineligible for, a Tax Credit for such amountrefund). Notwithstanding anything to the contrary contained hereinin this Loan Agreement, each Borrower hereby acknowledges and agrees that (i) neither upon the Administrative Agent nor any Bank shall be obligated to provide such Borrower with details request of the tax position of Lender, the Administrative Agent Borrower agrees to repay any amount paid over to the Borrower pursuant to the immediately preceding sentence (plus penalties, interest, or other charges) if such Bank (as Person is required to repay such amount to the case may be) and (ii) such Borrower shall have no right to inspect any records (including tax returns) of the Administrative Agent or such Bank (as the case may be)taxing Governmental Authority.

U.S. Taxes. (aA) All payments made Notwithstanding anything to the contrary in this clause 13, with respect to taxes which are imposed or levied by any Borrower under this Agreement or on behalf of the United States of America or any Note shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding all present and future income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Bank as a result of a present or former connection between 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 (other than having power to tax, any such connection arising solely from the Administrative Agent or such Bank having executed, delivered or performed its obligations or received Borrower which is a payment under, or enforced, this Agreement or any Note). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") are required U.S. Subsidiary shall only be under an obligation to be withheld from gross up any amounts payable or paid by that Borrower hereunder 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 to increase any such amounts payable to any Bank Lender that is not organized organised under the laws of the U.S. United States of America or a any state or political sub-division thereof if such Bank fails to comply with the requirements of paragraph (b) of this Section. Whenever any Non-Excluded Taxes are or payable by a Borrower, as promptly as possible thereafter, such Borrower shall send to the Administrative Agent for its own account or for the account of such Bank, as the case may be, a certified copy of an original official receipt received by such Borrower showing payment thereof. If a Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Administrative agent the required receipts or other required documentary evidence, such Borrower shall indemnify the Administrative Agent and the Banks for any incremental taxes, interest or penalties that may become payable paid by the Administrative Facility Agent or any Bank as a result of any to such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (bLender) Each Bank that is not incorporated under the laws of the U.S. or a state thereof shallif: (i) deliver such Lender as soon as practicable, but in any event prior to any payment by the Investment Adviser Borrower concerned, delivers to that Borrower: (a) if the facility office of such Lender is located in the United States of America, two accurate and the Administrative Agent (A) two duly completed complete original signed copies of U.S. Internal Revenue Service Form 1001 W-8EC1 or 4224, or any successor applicable form, as the case may be, and (B) and Internal Revenue Service From W-8 or W-9, or successor 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 thereto (including, without limitation, any change substitute form which constitutes, or which includes as part or all thereof, any revised such form) ("FORM W-8EC1") relating to income effectively connected with the conduct of a trade or business in treatythe United States of America; or (b) if the facility office of such Lender is located outside the United States of America, law two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN or regulationany successor thereto (including, without limitation, any substitute form which constitutes, or which includes as part or all thereof, any revised such form) has occurred prior ("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 date Lenders on which any signature of this Agreement), in each case, indicating that 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 Lender is on the Investment Adviser and the Administrative Agent. Such Bank shall certify (A) Signing Date or, in the case of any Lender becoming a Form 1001 or 4224party to this Agreement after the Signing Date, that on the date it is 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) 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 U.S. federal income taxes and 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 case Borrower concerned, a statement signed by an authorised signatory of a Form W-8 or W-9, such Lender to the effect that it is entitled so organised and, if necessary in order to an exemption from U.S. avoid United States backup withholding tax. Each Person withholding, a duly completed copy of Internal Revenue Service Form W-9 (or any successor thereto) establishing that shall be such Lender is not 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 purchasedUnited States backup withholding. (cC) If any Bank The Facility Agent shall receive a credit have no responsibility or refund from a taxing authority with respect to, liability for and actually resulting from, an amount of Non-Excluded Taxes actually paid no obligation to check the accuracy or on behalf of such Bank by a Borrower (a "Tax Credit"), such Bank shall promptly pay to such Borrower the amount so received with respect to the Tax Credit. If such Tax Credit is not received by such Bank in the 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 (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 appropriateness of any Tax Credit payable form or statement delivered by a Bank to a Borrower any Lender 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 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 is determined to be ineligible for, a Tax Credit for such amount. Notwithstanding anything to the contrary contained herein, each Borrower hereby acknowledges 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 (as the case may be) and (ii) such Borrower shall have no right to inspect any records (including tax returns) of the Administrative Agent or such Bank (as the case may be)13.4.

U.S. Taxes. (a) All payments to be made hereunder by any Borrower under this Agreement the Guarantors shall be made without setoff, counterclaim or any Note other defense. Subject to clause (b) below with respect to U.S. Taxes, all such payments shall be made free and clear of, of and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding all present and future income governmental authority (other than taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent Agent, any Lender or any Bank as a result of a present or former connection between its Applicable Lending Office by the Administrative jurisdiction in which the Agent or such Bank and the jurisdiction of the Governmental Authority imposing such tax 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 therein) (other than any such connection arising solely from the Administrative Agent or such Bank having executedcollectively, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any Note"Taxes"). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") Taxes are imposed and required to be withheld from any amounts amount payable by any Guarantor hereunder, such Guarantor shall be obligated to (i) pay such additional amount so that the Agent and the Lenders will receive a net amount (after giving effect to the Administrative Agent or any Bank hereunder or under any Note, the amounts so payable payment of such additional amount and to the Administrative Agent or such Bank shall be increased deduction of all Taxes) equal to the extent necessary to yield amount due hereunder, (ii) pay such Taxes to the Administrative Agent or such Bank (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at appropriate taxing authority for the rates or in the amounts specified on this Agreement, provided, however, that a Borrower shall not be required to increase any such amounts payable to any Bank that is not organized under the laws account of the U.S. or a state thereof if such Bank fails to comply with Agent, for the requirements benefit of paragraph the Lenders and Subsidiary Guarantee and Security Agreement - 5 146 (biii) of this Section. Whenever any Non-Excluded Taxes are payable by a Borrower, as promptly as possible thereafter, such Borrower shall send to the Administrative Agent for its own account or for the account of such Bank, as the case may be, a certified copy of an any original official receipt received by such Borrower showing payment thereof, together with such additional documentary evidence as the Agent may from time to time reasonably require. If a Borrower any Guarantor fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Administrative agent Agent the required receipts or other required documentary evidence, such Borrower Guarantor shall be obligated to indemnify the Administrative Agent and the Banks each Lender for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Bank such Lender as a result of any such failure. The agreements in obligations of the Guarantors under this Section 2.10(a) shall survive the termination of this Agreement and the payment repayment of the Loans and all other amounts payable hereunderthe termination of the commitments under the Credit Agreement. (b) Each Bank The Guarantors agree to pay to each Lender that is not incorporated a U.S. Person such additional amounts as are necessary in order that the net payment of any amount due to such non-U.S. Person under this Agreement after deduction for or withholding in respect of any U.S. Tax imposed with respect to such payment (or in lieu thereof, payment of such U.S. Tax by such non-U.S. Person), will not be less than the laws of amount stated herein to be due and payable, provided that the U.S. or a state thereof shallforegoing obligation to pay such additional amounts shall not apply: (i) deliver to any payment to a Lender hereunder unless such Lender is, on the Investment Adviser date hereof (or on the date it becomes a Lender as provided in Section 11.06(b) of the Credit Agreement) and on the Administrative Agent (A) two duly completed copies date of U.S. Internal Revenue Service 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 4224Form 4224 (relating to all interest to be received by such Lender hereunder in respect of the Loans under the Credit Agreement), or successor applicable form, as the case may be, and (B) and Internal Revenue Service From W-8 or W-9, or successor applicable form, as the case may be;or (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, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such 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 Tax imposed solely by reason of the case failure by such non-U.S. Person 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 non-U.S. Person if such compliance is required by statute or regulation of the United States of America as a Form W-8 precondition to relief or W-9, that it is entitled to an exemption from such 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 purchasedTax. (c) If any 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 on behalf of such Bank by a Borrower (a "Tax Credit"), such Bank shall promptly pay to such Borrower the amount so received with respect to the Tax Credit. If such Tax Credit is not received by such Bank in the 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 (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 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 is determined to be ineligible for, a Tax Credit for such amount. Notwithstanding anything to the contrary contained herein, each Borrower hereby acknowledges 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 (as the case may be) and (ii) such Borrower shall have no right to inspect any records (including tax returns) of the Administrative Agent or such Bank (as the case may be).

U.S. Taxes. (ai) All payments made by any Borrower under this Agreement Educationcity-US has timely filed (or any Note shall be made free and clear of, and without deduction or withholding for or has had filed on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding its behalf) all present and future income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Bank as a result of a present or former connection between 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 Tax Returns (other than any such connection arising solely from the Administrative Agent or such Bank having executedTax Returns which, delivered or performed its obligations or received a payment underif properly prepared, or enforced, this Agreement or any Note). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes"would involve an immaterial amount of Tax) are required to be withheld from filed by or with respect 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 amounts payable Tax Returns) to the Administrative Agent or any Bank hereunder or under any Noteproper Governmental Body. All such Tax Returns are true, 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 correct and complete in 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 to 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 are payable by a Borrower, as promptly as possible thereafter, such Borrower shall send to the Administrative Agent for its own account or for the account of such Bank, as the case may be, a certified copy of an original official receipt received by such Borrower showing payment thereof. If a Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Administrative agent the required receipts or other required documentary evidence, such Borrower shall indemnify the Administrative Agent and the Banks for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Bank as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereundermaterial respects. (b) Each Bank that is not incorporated under the laws of the U.S. or a state thereof shall: (i) deliver to the Investment Adviser and the Administrative Agent (A) two duly completed copies of U.S. Internal Revenue Service Form 1001 or 4224, or successor applicable form, as the case may be, and (B) and Internal Revenue Service From W-8 or W-9, or successor applicable form, as the case may be; (ii) deliver No actions, audits, investigations, claims, assessments or other administrative or court proceedings are presently pending relating to the Investment Adviser and the Administrative Agent two further copies Tax Returns or any liability in respect 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 Taxes of any event requiring a change in the most recent form previously delivered by it Educationcity-US and, to the Investment Adviser; andKnowledge 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 period. No claim has been made by any taxing authority in a jurisdiction where Educationcity-US does not file Tax Returns to the effect that Educationcity-US is or may be subject to taxation by, or required to file a Tax Return in, such jurisdiction. (iii) obtain such extensions of time for filing Educationcity-US: (i) is not a party to or bound by, and complete such forms or certifications as may reasonably be requested by the Investment Adviser or the Administrative Agent; unless in does not have any such case an event (including, without limitationobligation under, any change in treatyTax allocation agreement, law Tax indemnity agreement, Tax sharing agreement or regulation) has occurred prior similar contract or arrangement or any other obligation to the date on which indemnify 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 other person with respect to it and such Bank so advises Taxes that will be in effect after the Investment Adviser and Closing; (ii) has never been a member of an affiliated group of corporations (as defined in Section 1504(a) of the Administrative Agent. Such Bank shall certify 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; (Aiii) in does not have any current or potential liability for the case of a Form 1001 or 4224, that it is entitled to receive payments under this Agreement without deduction or withholding Taxes of any U.S. federal income taxes 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 (B) in the case of a Form W-8 or W-9, that it is entitled not required to an exemption from U.S. backup withholding tax. Each Person that shall be subject to an assignment or participation make any adjustment pursuant to Section 11.6 hereof shall, upon the effectiveness 481 of the related transferCode or any similar provision of state, be required to provide all of the forms and statements required pursuant to this Section 5local or foreign Law, provided that in the case of a Person subject to a participationnor, such Person shall furnish all required forms and statements to the Bank from which the related participation shall Knowledge of Educationcity-US, has any Governmental Body proposed any such adjustment; or (v) does not have been purchasedany application pending with any Governmental Body requesting permission for any changes in accounting methods. (civ) If There are no Liens on any Bank shall receive 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 credit or refund from a taxing authority with respect to, and actually resulting from, an material amount of Non-Excluded Taxes actually paid to or on behalf of such Bank by a Borrower Tax) for all taxable periods ending after December 31, 2005; and (a "Tax Credit"), such Bank shall promptly pay to such Borrower the amount so received with respect ii) all revenue agents’ reports and other similar reports relating to the audit and examination of the Tax Credit. If such Tax Credit is not received by such Bank Returns of Educationcity-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 355(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 form Code; (ii) been a United States real property holding corporation within the meaning of cashCode 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, such Bank shall pay the amount agreed to any extension 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 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 repayassessment or deficiency, entered into a closing agreement under applicable Tax Law or requested or is determined subject to be ineligible for, a Tax Credit for such amount. Notwithstanding anything to any private letter ruling of the contrary contained herein, each Borrower hereby acknowledges and agrees thatInternal Revenue Service or comparable rulings of any taxing authority. (viii) No property owned by Educationcity-US is: (i) neither property required to be treated as owned by another Person pursuant to the Administrative Agent nor any Bank shall be obligated to provide such Borrower with details provisions of Section 168(f)(8) of the tax position Internal Revenue Code of 1954, as amended and in effect immediately prior to the enactment of the Administrative Agent or such Bank (as the case may be) and Tax Reform Act of 1986; (ii) such Borrower shall have no right to inspect any records (including tax returns“tax-exempt use property” within the meaning of Section 168(h)(1) of the Administrative Agent 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, 2001-1 C.B. 1156, (v) subject to Section 168(g)(1)(A) of the Code; or such Bank (vi) subject to a “section 467 rental agreement” as defined in Section 467 of the case may be)Code.

U.S. Taxes. (a) All Any and all payments made by any Borrower under this Agreement or any Note hereunder shall be made made, in accordance with Section 3.16, 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, dutiesdeductions, charges, fees, deductions charges or withholdings, now and all liabilities with respect thereto imposed by the United States or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authoritypolitical subdivision thereof, excluding all present and future income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative net income of an Agent or any Bank (or Transferee) and franchise taxes of an Agent or any Bank (or Transferee), as applicable, as a result of a present or former connection between the Administrative jurisdiction imposing such taxes and such Agent or such Bank and the jurisdiction of the Governmental Authority imposing such tax (or any political subdivision or taxing authority thereof or therein (Transferee), as applicable, other than any such a connection arising solely from the Administrative such Agent or such Bank (or Transferee), as applicable, having executed, delivered or delivered, performed its obligations or received a payment under, or enforced, this Agreement or any Note). If any (all such non-excluded nonexcluded taxes, levies, imposts, dutiesdeductions, charges, fees, deductions or withholdings (and liabilities being hereinafter referred to as "Non- Excluded Taxes"). If any Borrower shall be required by law to deduct any Non-Excluded Taxes") are required to be withheld Taxes from or in respect of any amounts sum payable hereunder to the Administrative Agent Banks (or any Bank hereunder Transferee) or under any Notean Agent, (i) the amounts so sum payable to the Administrative Agent or such Bank shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to the extent necessary to yield to the Administrative Agent or additional sums payable under this Section 3.17) such Bank (after payment of all Non-Excluded Taxesor Transferee) interest or any 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) such Borrower shall make such deductions and (iii) such Borrower shall pay the full amount deducted to the relevant taxing authority or other amounts payable hereunder at the rates or Governmental Authority in the amounts specified on this Agreement, accordance with applicable law; provided, however, that a Borrower shall not be required to increase any such amounts payable to no Transferee of any Bank that is not organized shall be entitled to receive any greater payment under the laws of the U.S. or a state thereof if this Section 3.17 than such Bank fails would have been entitled to comply receive with the requirements of paragraph (b) of this Section. Whenever any Non-Excluded Taxes are payable by a Borrower, as promptly as possible thereafter, such Borrower shall send respect to the Administrative Agent for its own account rights assigned, participated or for otherwise transferred unless such assignment, participation or transfer shall have been made at a time when the account of circumstances giving rise to such Bank, as the case may be, a certified copy of an original official receipt received by such Borrower showing greater payment thereof. If a Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Administrative agent the required receipts or other required documentary evidence, such Borrower shall indemnify the Administrative Agent and the Banks for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Bank as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderdid not exist. (b) Each Bank In addition, the 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 is not incorporated under arise from any payment made hereunder or from the laws 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 the U.S. this Agreement or a state thereof shall:any other Loan Document ("Other Taxes"). (ic) deliver to The Borrowers will indemnify each Bank (or Transferee) and each Agent for the Investment Adviser full amount of Non-Excluded Taxes and the Administrative Agent Other Taxes (Aincluding Non-Excluded Taxes or Other Taxes imposed on amounts payable under this Section 3.17) two duly completed copies of U.S. Internal Revenue Service Form 1001 paid by such Bank (or 4224, Transferee) or successor applicable formsuch Agent, as the case may be, and any liability (Bincluding penalties, interest and expenses (including reasonable attorney's fees and expenses)) and Internal Revenue Service From W-8 arising therefrom or W-9with respect thereto. A certificate as to the amount of such payment or liability prepared by a Bank or Agent, or successor applicable formthe 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. (iid) deliver Within 30 days after the date of any payment of Non- Excluded Taxes or Other Taxes by any Borrower to the Investment Adviser and the Administrative Agent two further copies of any relevant Governmental Authority, 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 Borrower will furnish 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 , at its address referred to on the signature page, the original or a certified copy of a receipt issued by such case an event Governmental Authority evidencing payment thereof. (includinge) At the time it becomes a party to this Agreement or a Transferee, without limitation, any change in treaty, law each Bank (or regulationTransferee) has occurred prior to that is organized under 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 laws of a jurisdiction outside the Investment Adviser and the Administrative Agent. Such Bank United States shall certify (A) in the case of a Transferee, subject to the immediately succeeding sentence) deliver to the Borrowers either a valid and currently effective Internal Revenue Service Form 1001 or 4224Form 4224 or, 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 Bank (or W-9, that it is entitled to an Transferee) claiming exemption from U.S. backup 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 Borrowers and is not a controlled foreign corporation related to the 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. Each Person that Notwithstanding any other provision of this Section 3.17(e), no Transferee 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 deliver any form pursuant to this Section 53.17(e) that such Transferee is not legally able to deliver. In addition, provided that each Bank (or Transferee) shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered, but only, in the case of a Person subject to a participationsuch case, such Person shall furnish all required forms and statements to the extent such Bank from which the related participation shall have been purchased(or Transferee) is legally able to do so. (cf) If any 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 on behalf of such Bank by a Borrower (a "Tax Credit"), such Bank shall promptly pay to such Borrower the amount so received with respect to the Tax Credit. If such Tax Credit is not received by such Bank in the 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 (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 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 is determined to be ineligible for, a Tax Credit for such amount. Notwithstanding anything to the contrary contained in this Section 3.17, no Borrower shall 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 3.17 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the 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, each Borrower hereby acknowledges the agreements and agrees thatobligations contained in this Section 3.17 shall survive the payment in full of the principal of and interest on all Loans made hereunder. (i) neither Nothing contained in this Section 3.17 shall require any Bank (or Transferee) or the Administrative Agent nor to make available any Bank shall of its income tax returns (or any other information that it deems to be obligated to provide such Borrower with details of the tax position of the Administrative Agent confidential or such Bank (as the case may be) and (ii) such Borrower shall have no right to inspect any records (including tax returns) of the Administrative Agent or such Bank (as the case may beproprietary).