Common use of Withholding of Taxes; Gross-Up Clause in Contracts

Withholding of Taxes; Gross-Up. (a) Any and all payments by or on behalf of any Credit Party under any Credit Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If applicable law requires the deduction or withholding of any Tax from any such payment by a Credit Party, then the applicable Credit Party shall make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Tax Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 4.5(a)) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. (b) The Credit Parties shall pay and, within three Business Days of demand, jointly and severally indemnify each of the Secured Parties against any cost, liability or loss incurred by the relevant Secured Party in relation to all Other Taxes, save for any Other Taxes imposed with respect to an assignment or transfer of a Secured Party’s rights under a Credit Document (other than an assignment or transfer of rights pursuant to Sections 2.16 or 12.7) or to the extent that such Other Taxes becomes payable upon a voluntary registration made by the Administrative Agent, any Collateral Agent or any Lender if such registration is not necessary to evidence, prove, maintain, enforce, compel or otherwise assert the rights of such party or obligations of any party under the Credit Document (c) As soon as practicable after any payment of Taxes by any Credit Party to a Tax Authority pursuant to this Section 4.5, such Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Tax Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the 942882452.15 Administrative Agent provided that such evidence shall only be provided by the Credit Party to the Administrative Agent to the extent that such evidence exists and is not prohibited from being provided to the Administrative Agent. (d) The Credit Parties shall jointly and severally indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (other than Other Taxes) (including Indemnified Taxes (other than Other Taxes) imposed on or attributable to an amount payable under this Section 4.5), other than Indemnified Taxes already compensated for under Section 4.5 of this Agreement, where such Indemnified Taxes are payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, together with any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Tax Authority. A certificate as to the amount of such payment or liability delivered to any Credit Party by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. (e) Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.6(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Tax Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorises the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document or otherwise payable by the Administrative Agent to such Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

Withholding of Taxes; Gross-Up. (ai) Any and all payments Each payment to or for the benefit of a Recipient by a Borrower Group Company under this Agreement or on behalf of any Credit Party under any Credit other Financing Document shall be made without deduction or withholding for any Taxes, except as unless such withholding is required by applicable lawApplicable Law. If applicable law requires the deduction or withholding of any Tax from any such payment by a Credit PartyWithholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then the applicable Credit Party Withholding Agent shall make such deduction so withhold (or withholding cause to be withheld) and shall timely pay (or cause to be timely paid) the full amount deducted or of withheld Taxes to the relevant Tax Governmental Authority in accordance with applicable law and, if Applicable Law. If such Tax is an Taxes are Indemnified TaxTaxes, then the sum amount payable by the applicable Credit Party Borrower Group Company shall be increased as necessary so that after that, net of such deduction or withholding has been made (including such deductions and withholdings withholding applicable to additional sums amounts payable under this Section 4.5(a2.05)) , the applicable Recipient receives an the amount equal to the sum it would have received had no such deduction or withholding been made. (bii) The Credit Parties A payment shall pay and, within three Business Days of demand, jointly and severally indemnify each of the Secured Parties against any cost, liability or loss incurred not be increased under Section 2.05(a)(i) above by the relevant Secured Party in relation to all Other Taxes, save for any Other Taxes imposed with respect to an assignment or transfer reason of a Secured Party’s rights under a Credit Document (other than an assignment deduction or transfer of rights pursuant to Sections 2.16 or 12.7) or to the extent that such Other Taxes becomes payable upon a voluntary registration made by the Administrative Agent, any Collateral Agent or any Lender if such registration is not necessary to evidence, prove, maintain, enforce, compel or otherwise assert the rights of such party or obligations withholding of any party under the Credit Document (c) As soon as practicable after Tax imposed by Ireland from any payment of Taxes by any Credit Party to a Tax Authority pursuant to this Section 4.5, such Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Tax Authority evidencing such payment, a copy of where such Tax is an Indemnified Tax and (a) on the return reporting such date on which the payment or other evidence of such falls due, the payment reasonably satisfactory could have been made to the 942882452.15 Administrative Agent provided relevant Recipient or Participant, as the case may be, without any such deduction or withholding if the Recipient or Participant, as the case may be, had been a Qualifying Person, but on that such evidence shall only date that Recipient or Participant, as the case may be, is not or has ceased to be provided a Qualifying Person other than as a result of any change after the date it became a Recipient or Participant, as the case may be, under this Agreement in (or in the interpretation, administration, or application of) any Applicable Law or any published practice or published concession of any relevant taxing authority or (b) if the relevant Recipient or Participant is a Qualifying Person solely by reason of being a Treaty Lender and the Credit Party Borrower Group Company making the payment is able to demonstrate that the payment could have been made to the Administrative Agent to the extent that such evidence exists and is not prohibited from being provided to the Administrative Agent. (d) The Credit Parties shall jointly and severally indemnify each Recipient, within ten (10) days after demand therefor, for the full amount relevant Recipient or Participant without a deduction or withholding of any Indemnified Taxes (other than Other Taxes) (including Indemnified Taxes (other than Other Taxes) imposed on Tax had that Recipient or attributable to an amount payable under this Section 4.5), other than Indemnified Taxes already compensated for Participant complied with its obligations under Section 4.5 of this Agreement, where such Indemnified Taxes are payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, together with any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Tax Authority. A certificate as to the amount of such payment or liability delivered to any Credit Party by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error2.05(f)(ii) below. (e) Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.6(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Tax Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorises the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document or otherwise payable by the Administrative Agent to such Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

Withholding of Taxes; Gross-Up. (ai) Any and all payments Each payment to or for the benefit of a Recipient by a Borrower Group Company under this Agreement or on behalf of any Credit Party under any Credit other Financing Document shall be made without deduction or withholding for any Taxes, except as unless such withholding is required by applicable lawApplicable Law. If applicable law requires the deduction or withholding of any Tax from any such payment by a Credit PartyWithholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then the applicable Credit Party Withholding Agent shall make such deduction so withhold (or withholding cause to be withheld) and shall timely pay (or cause to be timely paid) the full amount deducted or of withheld Taxes to the relevant Tax Governmental Authority in accordance with applicable law and, if Applicable Law. If such Tax is an Taxes are Indemnified TaxTaxes, then the sum amount payable by the applicable Credit Party Borrower Group Company shall be increased as necessary so that after that, net of such deduction or withholding has been made (including such deductions and withholdings withholding applicable to additional sums amounts payable under this Section 4.5(a2.05)) , the applicable Recipient receives an the amount equal to the sum it would have received had no such deduction or withholding been made. (bii) The Credit Parties A payment shall pay and, within three Business Days of demand, jointly and severally indemnify each of the Secured Parties against any cost, liability or loss incurred not be increased under Section 2.05(a)(i) above by the relevant Secured Party in relation to all Other Taxes, save for any Other Taxes imposed with respect to an assignment or transfer reason of a Secured Party’s rights under a Credit Document (other than an assignment deduction or transfer of rights pursuant to Sections 2.16 or 12.7) or to the extent that such Other Taxes becomes payable upon a voluntary registration made by the Administrative Agent, any Collateral Agent or any Lender if such registration is not necessary to evidence, prove, maintain, enforce, compel or otherwise assert the rights of such party or obligations withholding of any party under the Credit Document (c) As soon as practicable after Tax imposed by Ireland from any payment of Taxes by any Credit Party to a Tax Authority pursuant to this Section 4.5, such Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Tax Authority evidencing such payment, a copy of where such Tax is an Indemnified Tax and on the return reporting such date on which the payment or other evidence of such falls due, the payment reasonably satisfactory could have been made to the 942882452.15 Administrative Agent provided relevant Recipient or Participant, as the case may be, without any such deduction or withholding if the Recipient or Participant, as the case may be, had been a Qualifying Person, but on that such evidence shall only be provided by date that Recipient or Participant, as the Credit Party to the Administrative Agent to the extent that such evidence exists and case may be, is not prohibited from being provided or has ceased to the Administrative Agent. (d) The Credit Parties shall jointly and severally indemnify each Recipient, within ten (10) days after demand therefor, for the full amount be a Qualifying Person other than as a result of any Indemnified Taxes (other than Other Taxes) (including Indemnified Taxes (other than Other Taxes) imposed on change after the date it became a Recipient or attributable to an amount payable Participant, as the case may be, under this Section 4.5)Agreement in (or in the interpretation, other than Indemnified Taxes already compensated for under Section 4.5 of this Agreement, where such Indemnified Taxes are payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, together with any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Tax Authority. A certificate as to the amount of such payment or liability delivered to any Credit Party by a Lender (with a copy to the Administrative Agent)administration, or by the Administrative Agent on its own behalf or on behalf application of a Lender, shall be conclusive absent manifest error. (e) Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that Applicable Law or any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation published practice or published concession of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.6(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Tax Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorises the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document or otherwise payable by the Administrative Agent to such Lender from any other source against any amount due to the Administrative Agent under this paragraph (e)taxing authority.

Withholding of Taxes; Gross-Up. (a) Any and all payments by or on behalf of any Credit Party under any Credit Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If applicable law requires the deduction or withholding of any Tax from any such payment by a Credit Party, then the applicable Credit Party shall make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Tax Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 4.5(a)) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. (b) The Credit Parties shall pay and, within three Business Days of demand, jointly and severally indemnify each of the Secured Parties against any cost, liability or loss incurred by the relevant Secured Party in relation to all Other Taxes, save for any Other Taxes imposed with respect to an assignment or transfer of a Secured Party’s rights under a Credit Document (other than an assignment or transfer of rights pursuant to Sections 2.16 or 12.7) or to the extent that such Other Taxes becomes payable upon a voluntary registration made by the Administrative Agent, any Collateral Agent or any Lender if such registration is not necessary to evidence, prove, maintain, enforce, compel or otherwise assert the rights of such party or obligations of any party under the Credit Document (c) As soon as practicable after any payment of Taxes by any Credit Party to a Tax Authority pursuant to this Section 4.5, such Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Tax Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the 942882452.15 Administrative Agent provided that such evidence shall only be provided by the Credit Party to the Administrative Agent to the extent that such evidence exists and is not prohibited from being provided to the Administrative Agent. (d) The Credit Parties shall jointly and severally indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (other than Other Taxes) (including Indemnified Taxes (other than Other Taxes) imposed on or attributable to an amount payable under this Section 4.5), other than Indemnified Taxes already compensated for under Section 4.5 of this Agreement, where such Indemnified Taxes are payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, together with any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Tax Authority. A certificate as to the amount of such payment or liability delivered to any Credit Party by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. (e) Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.6(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Tax Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorises the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document or otherwise payable by the Administrative Agent to such Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

Withholding of Taxes; Gross-Up. (a) Any and all payments by or on behalf account of any Credit Party obligation of the Borrower under any Credit Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a Credit Partywithholding agent, then the applicable Credit Party withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Tax Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Credit Party Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 4.5(a)2.16) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. (b) The Credit Parties Borrower shall timely pay andto the relevant Governmental Authority in accordance with applicable law, within three Business Days of demand, jointly and severally indemnify each or at the option of the Secured Parties against any costAdministrative Agent timely reimburse it for, liability or loss incurred by the relevant Secured Party in relation to all Other Taxes, save for any Other Taxes imposed with respect to an assignment or transfer of a Secured Party’s rights under a Credit Document (other than an assignment or transfer of rights pursuant to Sections 2.16 or 12.7) or to the extent that such Other Taxes becomes payable upon a voluntary registration made by the Administrative Agent, any Collateral Agent or any Lender if such registration is not necessary to evidence, prove, maintain, enforce, compel or otherwise assert the rights of such party or obligations of any party under the Credit Document. (c) As soon as practicable after any payment of Taxes by any Credit Party the Borrower to a Tax Governmental Authority pursuant to this Section 4.5Section, such Credit Party the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Tax Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the 942882452.15 Administrative Agent provided that such evidence shall only be provided by the Credit Party to the Administrative Agent to the extent that such evidence exists and is not prohibited from being provided to the Administrative Agent. (d) The Credit Parties Borrower shall jointly and severally indemnify each Recipient, within ten (10) 10 days after demand therefor, for the full amount of any Indemnified Taxes (other than Other Taxes) (including Indemnified Taxes (other than Other Taxes) imposed or asserted on or attributable to an amount amounts payable under this Section 4.5), other than Indemnified Taxes already compensated for under Section 4.5 of this Agreement, where such Indemnified Taxes are Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, together with Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Tax Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Credit Party the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error, provided that such certificate shall not preclude the Borrower from seeking a refund of any overpayment. (e) Each Lender shall severally indemnify the Borrower and the Administrative Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties Borrower to do so), (ii) any Taxes attributable to such LenderXxxxxx’s failure to comply with the provisions of Section 12.6(c10.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Borrower or the Administrative Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Tax Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Borrower or the Administrative Agent Agent, as applicable, shall be conclusive absent manifest error. Each Lender hereby authorises authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Administrative Agent to such the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e). (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.16(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person, (A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), an executed copy of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, an executed copy of IRS Form W-8BEN-E or IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E or IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) in the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, an executed copy of IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) an executed copy of IRS Form W-8BEN-E or IRS Form W-8BEN; or (4) to the extent a Foreign Lender is not the beneficial owner, an executed copy of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of each such direct and indirect partner; (C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Xxxxxx’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. (g) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section (including by the payment of additional amounts pursuant to this Section), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. (h) Each party’s obligations under this Section shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document. (i) For purposes of this Section, the term “applicable law” includes FATCA.

Withholding of Taxes; Gross-Up. (a) Any and all payments by or on behalf account of any Credit Party obligation of the Borrower under any Credit Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a Credit Partywithholding agent, then the applicable Credit Party withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Tax Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Credit Party Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 4.5(a)2.16) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. (b) The Credit Parties Borrower shall timely pay andto the relevant Governmental Authority in accordance with applicable law, within three Business Days of demand, jointly and severally indemnify each or at the option of the Secured Parties against any costAdministrative Agent timely reimburse it for, liability or loss incurred by the relevant Secured Party in relation to all Other Taxes, save for any Other Taxes imposed with respect to an assignment or transfer of a Secured Party’s rights under a Credit Document (other than an assignment or transfer of rights pursuant to Sections 2.16 or 12.7) or to the extent that such Other Taxes becomes payable upon a voluntary registration made by the Administrative Agent, any Collateral Agent or any Lender if such registration is not necessary to evidence, prove, maintain, enforce, compel or otherwise assert the rights of such party or obligations of any party under the Credit Document. 47 (c) As soon as practicable after any payment of Taxes by any Credit Party the Borrower to a Tax Governmental Authority pursuant to this Section 4.5Section, such Credit Party the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Tax Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the 942882452.15 Administrative Agent provided that such evidence shall only be provided by the Credit Party to the Administrative Agent to the extent that such evidence exists and is not prohibited from being provided to the Administrative Agent. (d) The Credit Parties Borrower shall jointly and severally indemnify each Recipient, within ten (10) 10 days after demand therefor, for the full amount of any Indemnified Taxes (other than Other Taxes) (including Indemnified Taxes (other than Other Taxes) imposed or asserted on or attributable to an amount amounts payable under this Section 4.5), other than Indemnified Taxes already compensated for under Section 4.5 of this Agreement, where such Indemnified Taxes are Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, together with Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Tax Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Credit Party the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error, provided that such certificate shall not preclude the Borrower from seeking a refund of any overpayment. (e) Each Lender shall severally indemnify the Borrower and the Administrative Agent, within ten (10) 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.6(c10.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Borrower or the Administrative Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Tax Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Borrower or the Administrative Agent Agent, as applicable, shall be conclusive absent manifest error. Each Lender hereby authorises authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Loan Document or otherwise payable by the Administrative Agent to such the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e). (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.16(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material 48 (ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person, (A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), an executed copy of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, an executed copy of IRS Form W-8BEN-E or IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E or IRS Form W- 8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) in the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, an executed copy of IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) an executed copy of IRS Form W-8BEN-E or IRS Form W-8BEN; or (4) to the extent a Foreign Lender is not the beneficial owner, an executed copy of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are 49

Withholding of Taxes; Gross-Up. (a) Any and all payments 10.1.1 Each payment by or on behalf account of the Borrower or any guarantor (each, a “Credit Party Party”) under any Credit Loan Document shall be made without deduction or withholding for any Taxes, except as unless such withholding is required by applicable any law. If applicable law requires the deduction or withholding of any Tax from any such payment by a Credit PartyParty determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then the applicable such Credit Party shall make such deduction or withholding may so withhold and shall timely pay the full amount deducted or of withheld taxes to the relevant Tax Governmental Authority in accordance with applicable law andlaw; provided, if however, that no Credit Party shall withhold any Taxes that Lender agrees to deposit with the IRS pursuant to Section 10.1.3. If such Tax is an Taxes are Indemnified TaxTaxes, then the sum amount payable by the applicable such Credit Party shall be increased as necessary so that after that, net of such deduction or withholding has been made (including such deductions and withholdings withholding applicable to additional sums amounts payable under this Section 4.5(aSection)) , the applicable Recipient Lender receives an the amount equal to the sum it would have received had no such deduction or withholding been made. 10.1.2 Borrower acknowledges that: (a) until the earlier of (A) September 23, 2016, or (B) the date when all of the cash pledged by Majesco Ltd. to secure the HSBC India L/C is replaced by marketable securities, US withholding is required as a result of the HSBC India L/C being secured by cash; (b) The Credit Parties shall pay and, within three Business Days of demand, jointly and severally indemnify each of the Secured Parties against any cost, liability or loss incurred by the relevant Secured Party in relation applicable withholding rate is up to all Other Taxes, save for any Other Taxes imposed with respect to an assignment or transfer of a Secured Party’s rights under a Credit Document (other than an assignment or transfer of rights pursuant to Sections 2.16 or 12.7) or to the extent that such Other Taxes becomes payable upon a voluntary registration made by the Administrative Agent, any Collateral Agent or any Lender if such registration is not necessary to evidence, prove, maintain, enforce, compel or otherwise assert the rights of such party or obligations of any party under the Credit Document30%; (c) As soon Borrower and Majesco Ltd. have represented to Lender that India and the United States are parties to a tax treaty which would reduce the withholding rate to 15%; and (d) Majesco Ltd. has agreed to provide to the Lender Tax Treaty Documentation which must be satisfactory to the Lender. 10.1.3 Provided that Majesco Ltd. has provided to the Lender Tax Treaty Documentation satisfactory to the Lender, the Lender agrees to deposit with the IRS the Taxes required to be withheld by the Borrower as practicable after any payment a result of Taxes the HSBC India L/C being secured by any cash, up to a tax rate of 15%, until the earlier of (A) September 23, 2016 or (B) the date when all of the cash pledged by Majesco Ltd. to secure the HSBC India L/C is replaced by marketable securities. Lender will provide Borrower with the relevant annual information reporting to evidence those deposits with the IRS. No Credit Party shall withhold any Taxes that the Lender has agreed to a Tax Authority deposit with the IRS pursuant to this Section 4.5, such Credit Party shall deliver 10.1.3 from any payment to the Administrative Agent the original or a certified copy of a receipt issued by such Tax Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the 942882452.15 Administrative Agent provided that such evidence shall only be provided by the Credit Party to the Administrative Agent to the extent that such evidence exists and is not prohibited from being provided to the Administrative AgentLender. (d) The Credit Parties shall jointly and severally indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (other than Other Taxes) (including Indemnified Taxes (other than Other Taxes) imposed on or attributable to an amount payable under this Section 4.5), other than Indemnified Taxes already compensated for under Section 4.5 of this Agreement, where such Indemnified Taxes are payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, together with any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Tax Authority. A certificate as to the amount of such payment or liability delivered to any Credit Party by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. (e) Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.6(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Tax Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorises the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document or otherwise payable by the Administrative Agent to such Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).