Common use of Withholding of Taxes Clause in Contracts

Withholding of Taxes. If any Credit Party or any other applicable withholding agent is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent shall make such deduction or withholding and pay such Indemnified Taxes or Other Taxes before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.

Withholding of Taxes. If (a) Notwithstanding any Credit Party or any other applicable withholding agent is required contrary provision of this Agreement, no Shares will be issued to you, unless and until satisfactory arrangements (as determined by law the Administrator) will have been made by you with respect to make any deduction or withholding the payment of income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account of any Indemnified and other taxes which the Company determines must be withheld with respect to such Shares so issuable (the “Withholding Taxes”). You acknowledge that the ultimate liability for all Withholding Taxes or Other Taxes from any sum paid or payable legally due by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender you is and Issuing Bank for purposes of this Section 2.20) under any of remains your responsibility and that the Credit Documents: Company (i) Borrower shall notify Administrative Agent makes no representations or undertakings regarding the treatment of any such requirement Withholding Taxes in connection with any aspect of the Award, including the grant of the Award, the vesting of Award, the settlement of the Award in Shares or the receipt of an equivalent cash payment, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) does not commit to structure the terms of the grant or any change aspect of the Award to reduce or eliminate your liability for Withholding Taxes. (b) To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable Shares upon vesting of the Award, according to the vesting schedule, having a Fair Market Value (as defined in the Plan) equal to the minimum amount required to be withheld for the payment of the Withholding Taxes pursuant to such procedures as the Administrator may specify from time to time. The Company will not retain fractional Shares to satisfy any such requirement portion of the Withholding Taxes. If the Administrator determines that the withholding of whole Shares results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to you as soon as Borrower becomes aware administratively possible. (c) If the Company does not withhold the Shares as described above, prior to the issuance of itShares upon vesting of the Award or the receipt of an equivalent cash payment, you shall pay, or make adequate arrangements satisfactory to the Company (in its sole discretion) to satisfy all withholding and payment on account obligations of the Company. In this regard, you authorize the Company to withhold all applicable Withholding Taxes legally payable by you from your wages or other cash compensation payable to you by the Company or from any equivalent cash payment received upon vesting of the Award. Alternatively, or in addition, if permissible under local and applicable law, you may instruct and authorize the Administrator to pay Withholding Taxes, in whole or in part, by one of the additional following alternatives: (i) You providing irrevocable instructions to a Company-designated broker to deliver cash to the Company from your previously established account with such broker equal to the Withholding Taxes; or (ii) the applicable withholding agent shall make such deduction or withholding and pay such Indemnified Taxes or Other Taxes before the date on which penalties attach thereto, such payment You providing irrevocable instructions to be made (if the liability a Company-designated broker to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf sell a sufficient number of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased Shares otherwise deliverable to you having a Fair Market Value equal to the Withholding Taxes provided that such sale does not violate Company policy or Applicable Laws. (d) The Company may refuse to issue any Shares to you until you satisfy your Withholding Taxes. To the maximum extent necessary permitted by law, the Company has the right to ensure thatretain without notice from Shares issuable under the Award or from salary payable to you, after Shares or cash having a value sufficient to satisfy the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityWithholding Taxes.

Withholding of Taxes. If Notwithstanding any Credit Party or any other applicable withholding agent is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes contrary provision of this Section 2.20Award Agreement, no certificate representing the Shares will be issued to the Participant, unless and until satisfactory arrangements (as determined by the Administrator) under any will have been made by the Participant with respect to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Credit Documents: Restricted Stock Units, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (ithe “Employer”) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent shall make such deduction or to satisfy all withholding and pay such Indemnified Taxes or Other Taxes before payment obligations of the date on which penalties attach theretoCompany and/or the Employer. In this regard, such payment the Participant authorizes the Company and/or the Employer to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum withhold all applicable tax withholding obligations legally payable by the Credit Party in respect of which the relevant deduction, withholding Participant from his or payment is required shall be increased her wages or other cash compensation paid to the extent necessary Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to ensure thatsuch procedures as it may specify from time to time, after may permit or require the making Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of that deduction, withholding or payment (including any deduction, withholding or payment applicable such Shares otherwise deliverable to additional amounts payable under this Section 2.20), Administrative Agent or the Participant through such Lender, means as the case Company may be, receives on the due date determine in its sole discretion (whether through a net sum broker or otherwise) equal to what the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it would will have received had no the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to the Participant and, until determined otherwise by the Company, this will be the method by which such deduction, tax withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law obligations are satisfied. If the Participant fails to make any deduction or withholding, and within thirty days after satisfactory arrangements for the due date of payment of any Indemnified Taxes required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or Other Taxes which it is required by clause (ii) above 4 or tax withholding obligations related to payRestricted Stock Units otherwise are due, Borrower (if Borrower is the withholding agent) shall deliver Participant will permanently forfeit such Restricted Stock Units and any right to Administrative Agent evidence reasonably satisfactory receive Shares thereunder and the Restricted Stock Units will be returned to the other affected parties of such deduction, withholding or payment and of the remittance thereof Company at no cost to the relevant taxing or other authorityCompany.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If any Credit Party or any other applicable withholding agent is required by law Participant fails to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank satisfactory arrangements for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent shall make such deduction or withholding and pay such Indemnified Taxes or Other Taxes before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or Other Taxes which it is required by clause (ii) above 4 or tax withholding obligations related to payRestricted Stock Units otherwise are due, Borrower (if Borrower is Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory Restricted Stock Units will be returned to the other affected parties of such deduction, withholding or payment and of the remittance thereof Company at no cost to the relevant taxing or other authorityCompany.

Withholding of Taxes. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares of Restricted Stock may be released from the escrow established pursuant to Section 2, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting of the Restricted Stock, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If any Credit Party or any other applicable withholding agent is required by law Participant fails to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank satisfactory arrangements for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent shall make such deduction or withholding and pay such Indemnified Taxes or Other Taxes before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes required tax withholding obligations hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Sections 3 or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the 4 or tax withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory obligations related to the other affected parties of applicable Shares otherwise are due, Participant will permanently forfeit such deduction, withholding or payment Shares and of the remittance thereof Shares will be returned to the relevant taxing or other authorityCompany at no cost to the Company.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent is required by law As a condition precedent to make any deduction or withholding on account the delivery to Grantee of any Indemnified Taxes Shares upon vesting of the Performance Share Units, Grantee shall, upon request by the Company, pay to the Company such amount of cash as the Company may be required, under all applicable federal, state, local or Other Taxes other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the Performance Share Units. If Grantee shall fail to advance the Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any Required Tax Payments from any sum paid amount then or thereafter payable by any Credit Party the Company to any Agent Grantee or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under withhold Shares. Grantee may elect to satisfy his or her obligation to advance the Required Tax Payments by any of the Credit Documentsfollowing means: (ia) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of ita cash payment to the Company; (iib) delivery to the applicable withholding agent shall make such deduction Company (either actual delivery or withholding and pay such Indemnified Taxes or Other Taxes before by attestation procedures established by the Company) of previously owned whole Shares having a Fair Market Value, determined as of the date on which penalties attach theretothe obligation to withhold or pay taxes first arises in connection with the Performance Share Units (the “Tax Date”), such payment equal to the Required Tax Payments; (c) authorizing the Company to withhold from the Shares otherwise to be made (if delivered to Grantee upon the liability vesting of the Performance Share Units, a number of whole Shares having a Fair Market Value, determined as of the Tax Date, equal to pay is imposed on any Credit Party) for its own account the Required Tax Payments; or (if that liability is imposed on Administrative Agent d) any combination of (a), (b) and (c). Shares to be delivered or withheld may not have a Fair Market Value in excess of the minimum amount of the Required Tax Payments. Any fraction of a Share which would be required to satisfy such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required an obligation shall be increased to disregarded and the extent necessary to ensure that, after remaining amount due shall be paid in cash by Grantee. No Shares shall be delivered until the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would Required Tax Payments have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authoritysatisfied in full.

Withholding of Taxes. If any Credit Party Company or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Company to an Affected Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower Company shall notify Administrative Paying Agent of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) Company shall, or shall instruct the applicable withholding agent shall Paying Agent in writing to, make such deduction or withholding and pay any such Indemnified Taxes or Other Taxes Tax to the relevant Governmental Authority before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit PartyCompany) for its own account or (if that liability is imposed on Administrative Paying Agent or such LenderAffected Party, as the case may be) on behalf of and in the name of Administrative Paying Agent or such LenderAffected Party; (iii) if such Tax is an Indemnified Tax, the sum payable by the Credit Party Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including and any deduction, withholding or payment applicable to withholdings imposed on additional amounts payable under this Section 2.20paragraph), Administrative Agent or such Lender, as the case may be, Affected Party receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties Affected Parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority. Each party hereto agrees that the Paying Agent and Company have the right to withhold on payments (without any corresponding gross-up) where a party fails to comply with the documentation requirements set forth in Section 2.16(d). Upon request from the Paying Agent, the Company will provide such additional information that it may have to assist the Paying Agent in making any withholdings pursuant to the Company’s written instruction.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.202.20(b)) under any of the Credit Documents: (i) Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Withholding of Taxes. If You acknowledge that you are responsible to pay any Credit Party and all applicable tax obligations, including withholding and other taxes, which may be due as a result of receipt of this Award, the vesting and payout of the PSUs that you receive under this Award or your eligibility for retirement in accordance with the terms of the Retirement Policy. You acknowledge and agree that the payment of such tax obligations may be made by any one or a combination of the following methods, as determined by the Company or the Committee: (a) the Company’s repurchase of Shares to be issued upon settlement of the PSUs; (b) the sale of Shares acquired upon settlement of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (c) direct payment by you to the Company; (d) payroll withholding from your wages or other cash compensation paid to you by the Company; or (e) any other method as the Company or Committee may elect in compliance with the Plan, the Code and applicable law. The Fair Market Value of the Shares that are repurchased, if applicable, will be determined as of the date when the taxes otherwise would have been withheld in cash, and will be applied as a credit against the taxes. Depending on the withholding method, the Company may withhold or account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding agent is required by law to make any deduction or withholding on account rates, including applicable maximum rates, in which case you will receive a refund of any Indemnified Taxes or Other Taxes from any sum paid or payable over-withheld amount in cash and will have no entitlement to the common share equivalent. If the obligation for taxes is satisfied by any Credit Party the repurchase of Shares, you are deemed to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes have been issued the full number of this Section 2.20) under any Shares subject to the vested PSU, notwithstanding that a number of the Credit Documents: (i) Borrower shall notify Administrative Agent Shares are repurchased by the Company solely for the purpose of paying the taxes. You acknowledge that the ultimate liability for all tax obligations legally due by you is and remains your responsibility. If you are subject to tax liabilities in more than one jurisdiction between the Grant Date and the date of any such requirement relevant taxable or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable tax withholding agent shall make such deduction or withholding and pay such Indemnified Taxes or Other Taxes before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lenderevent, as applicable, you acknowledge that the case Company may be) on behalf of and be required to withhold or account for tax liability in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authoritymore than one jurisdiction.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent the Administrative Agent is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Specified Tax from any sum paid or payable by any Credit Party to any the Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) the Borrower shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as the Borrower becomes aware of it; (ii) the applicable withholding agent Credit Party or the Administrative Agent, as the case may be, shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, deduction or withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, deduction or withholding or payment (including any deduction, deduction or withholding or payment of Specified Taxes applicable to additional amounts sums payable under this Section 2.202.16), the Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, deduction or withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty 30 days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to paydeduct or withhold, the Borrower (if Borrower is the withholding agent) shall deliver to the Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount under clause (iii) above shall be required to be paid to any Lender (other than a Lender that becomes a Lender pursuant to Section 2.19) except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date), or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender), in any such requirement for a deduction or withholding as is mentioned therein shall result in an increase in the rate of such deduction or withholding from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender; provided further that a Lender that shall have become a Lender pursuant to an Assignment Agreement shall be entitled to receive only such additional amounts as such Lender’s assignor would have been entitled to receive pursuant to this Section 2.16(b). For purposes of this Agreement, FATCA shall be deemed to be in effect as of the date of this Agreement.

Withholding of Taxes. If any Credit Loan Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Loan Party to any the Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) the applicable Borrower shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as practicable after the applicable Borrower becomes aware of it; (ii) the applicable withholding agent Borrower shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Loan Party) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender; (iii) in the case of any Indemnified Tax, the sum payable by the Credit such Loan Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deductiondeductions, withholding withholdings or payment applicable to payments on additional amounts payable under this Section 2.20section), each Lender (or, in the case of a payment made to the Administrative Agent or such Lenderfor its own account, the Administrative Agent), as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any Loan Party has paid any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it any Loan Party is required by clause (ii) above to pay, the Parent Borrower (if Borrower is the withholding agent) shall deliver to the Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityauthority (or if such evidence is not available within thirty days, as soon as practicable thereafter); provided, (i) that the Swiss Subsidiary Borrower shall not be required to comply with the gross up obligation provided for in this Section 3.01 with respect to Swiss Withholding Taxes and in respect of a specific Lender or participant caused by it breaching the Swiss Withholding Tax Rules as a direct result of (x) the failure by such specific Lender to satisfy the Ten Non-Bank Rule as of the Original Closing Date or (y) such specific Lender breaching its representation as to its status pursuant to Section 9.10 of the Original Credit Agreement or Section 9.13 or the failure by such specific Lender or participant to comply with the requirements and limitations for assignments, transfers, and sub-participations (and other obligations) under Section 10.6 of the Original Credit Agreement or Section 10.07 (for the avoidance of doubt, the Swiss Subsidiary Borrower shall be required to comply with the gross-up obligation provided for in this Section 3.01 in respect of all Lenders or participants that have complied with their obligations under all provisions referred to under the foregoing parts of this Section 3.01(b)), and (ii) with respect to Loans to the Parent Borrower or the Japanese Subsidiary Borrower, no additional amount shall be required to be paid under this Section 3.01 with respect to U.S. federal withholding or other U.S. federal income taxes or Japanese withholding or other Japanese national income taxes (with respect to Loans to the Japanese Subsidiary Borrower only) to any Lender (other than a Lender that becomes a Lender pursuant to Section 3.07 of this Agreement or Section 2.22 of the Original Credit Agreement) except to the extent that any change after the Original Closing Date (in the case of each Lender listed on the signature pages to the Original Credit Agreement on the Original Closing Date) or after the effective date of the Assignment and Assumption or the Amendment (as applicable) pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment in respect of U.S. federal withholding or other U.S. federal income taxes or Japanese withholding or other Japanese national income taxes shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the Original Closing Date or at the date of such Assignment and Assumption or the Amendment, as the case may be, in respect of payments to such Lender; provided further that additional amounts with respect to U.S. federal withholding or other U.S. federal income taxes shall be payable to a Lender to the extent such Lender’s assignor was entitled to receive such additional amounts immediately prior to the assignment or such Lender was entitled to receive additional amounts immediately prior to a change in lending office (any U.S. federal income or withholding taxes or Japanese national income or withholding taxes excluded pursuant to the foregoing provisos being “Excluded Taxes”).

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower practicable after Company becomes aware of it; (ii) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Withholding of Taxes. If any Credit Party or any other applicable Person (acting as a withholding agent agent) is (in such withholding agent’s reasonable good faith discretion) required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any the Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Transaction Documents: (i1) the Borrower shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as the Borrower becomes aware of it; (ii2) the applicable withholding agent Borrower shall make pay, or cause to be paid, any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender; (iii3) and, if such Tax is an Indemnified Tax, unless otherwise provided in this Section 2.15, the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding such Taxes or payment applicable Other Taxes imposed or asserted on or attributable to additional amounts payable under this Section 2.202.15), the Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv4) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii2) above to pay, the Borrower (if Borrower is the withholding agent) shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by the relevant taxing authority evidencing such payment, a copy or the return reporting such payment or other evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityauthority reasonably satisfactory to the Administrative Agent.

Withholding of Taxes. If (i) The Company shall withhold or deduct from any Credit Party or all payments or amounts due to or held for the Participant, whether due from the Company or held in the Participant’s account at the Broker, an amount (the “Withholding Amount”) equal to all taxes (including unemployment (including FUTA), social security and medical (including FICA), and other governmental charges of any kind as well as income and other taxes) required to be withheld or deducted with respect to any and all taxable income and other amounts attributable to the Restricted Shares (the “Withholding Requirement”). (ii) The Withholding Amount shall be determined by the Company. (iii) The timing of withholding or deduction from such payments or amounts shall be determined by the Company; provided, however, that, if such taxes are required to be paid to a tax or other governmental authority before such withholding or deduction is made, then the Company shall pay such taxes when due as agent for the Participant and shall be entitled to reimbursement therefor from such payments or amounts, or otherwise. (iv) The Corporation may restrict transfer of any or all vested Restricted Shares until all Withholding Requirements are satisfied. (v) Unless the Participant has made or makes a timely election pursuant to Section 83(b) of the Code, the Participant authorizes the Corporation and the Broker to: (A) sell, on his or her behalf and for his or her account, from time to time and at any time as the Corporation or the Broker may deem necessary, appropriate, convenient or expedient to satisfy each Withholding Requirement or to reimburse the Company in respect thereof, a sufficient number of Restricted Shares (as determined by the Corporation or the Broker) so that the net proceeds from such sale equal or exceed the applicable withholding agent is required by law Withholding Amount; and (B) use the net proceeds to make satisfy such Withholding Requirement (with any deduction excess net proceeds to be paid to or withholding on deposited in an account of any Indemnified Taxes the Participant). (vi) If the Participant has made or Other Taxes from any sum paid makes an election pursuant to Section 83(b) of the Code, he or payable she shall immediately file a copy thereof with the Company and upon demand by any Credit Party the Company make a cash payment to the Company equal to any Agent Withholding Amount in respect thereof. (vii) In connection with any sale of Restricted Shares pursuant to this Section 4.4, the Participant agrees that: (A) such sale may be aggregated with sales of restricted stock granted to other participants under the Plan or other plans of the Company; (B) such aggregated sales may be made from time to time in one or more installments at any Lender time; (C) such aggregated sales may be made over time as the Corporation or the Broker may deem necessary, appropriate, convenient or expedient with a view toward avoidance or minimization of disruption of the market for the Common Stock, administrative convenience, minimization of costs and expenses or other factors; and (D) the net proceeds from such aggregated sales and the sale prices of the shares sold may be allocated among such Restricted Shares and other shares of restricted stock and the Participant and such other participants as the Corporation or the Broker may deem reasonable. (viii) The Participant understands that: (A) different Withholding Requirements may arise at different times based on time of delivery or vesting of Restricted Shares, tax elections or other factors; (B) different Withholding Requirements may be based on different values attributable to the Restricted Shares at such times or otherwise based on applicable tax laws, changes in the financial performance or prospects of the Company, changes in market or economic conditions or other factors; (C) it may not be practicable or permissible to sell Restricted Shares to satisfy each Withholding Requirement at the time due because of rules and requirements of the Broker, administrative rules and requirements of the Company, restrictions under the Company’s xxxxxxx xxxxxxx and other compliance policies and procedures, potential liability for short-swing profits under Section 16(b) of the Exchange Act, applicable securities, tax or other laws, applicable rules of any securities exchange or market, or other factors; and (D) as a result, Restricted Shares may be sold at times and values that differ, potentially significantly, from those applicable to such Withholding Requirement and that such differences can result in gains or losses, potentially significant, relative to those values and capital gains and losses for tax purposes in addition to the taxes described in Section 4.4(i). (ix) The Participant hereby appoints each officer and assistant officer of the Corporation to be the Participant’s true and lawful agent, proxy and attorney-in-fact, with full power of substitution and re-substitution (each, an “attorney-in-fact” and, together, the “attorneys-in-fact”), to take, cause to be taken and authorize the taking of any and all actions (including the giving of instructions to sell and the approval of confirmations), to incur, cause to be incurred and authorize the incurrence of any and all costs and expenses (including brokerage commissions), to undertake, cause to be undertaken and authorize the undertaking of any and all obligations and to execute, acknowledge, file, publish and deliver, cause to be executed, acknowledged, filed, published and delivered and authorize the execution, acknowledgement, filing, publication and delivery of any and all agreements, instruments and documents (including stock powers, account agreements and related documents, and wire transfer instructions) which term shall include each Swing Line Lender any such attorney-in-fact may deem necessary, appropriate, convenient or expedient to sell Restricted Shares, on behalf and Issuing Bank for the account of the Participant, to generate net proceeds to satisfy any and all Withholding Requirements, to use net proceeds in satisfaction thereof and to otherwise give effect to the intent and purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent shall make such deduction or withholding and pay such Indemnified Taxes or Other Taxes before the date on which penalties attach thereto4.4, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and all in the name of Administrative Agent the Participant, any such attorney-in-fact, the Corporation or any Subsidiary and all at such Lender; (iii) times, in such manners, in such amounts, on such exchanges or markets, on such terms, through such brokers, dealers and accounts and otherwise as any such attorney-in-fact may determine in his or her sole and absolute discretion, and hereby grants to each attorney-in-fact the sum payable full power and authority to do any and all things necessary, convenient, expedient or appropriate in connection therewith. This power of attorney shall not be affected in any manner by reason of the execution, at any time, of other powers of attorney by the Credit Party Participant in favor of persons other than the attorneys-in-fact named herein and shall not be affected by the subsequent death, disability or incompetence of the Participant. This power of attorney is irrevocable and coupled with an interest and shall remain in effect until all Withholding Requirements have been fully and unconditionally satisfied. All persons dealing with any of the attorneys-in-fact may assume that this power of attorney has not been revoked and may be relied upon. (x) The Participant acknowledges and agrees that neither the Company, the Broker nor any of their respective affiliates, control persons, directors, officers, employees, representatives or agents shall have any liability or obligation for any losses, damages, costs or expenses of any kind or under any theory arising out of or in connection with any action taken or omitted to be taken or any delay in taking any action pursuant to or contemplated by this Section 4.4 (including the determination of any Withholding Amount or the time when any Withholding Requirement is required to be satisfied or any sale of or delay in selling or failure to sell or the price, terms or conditions of sale of any or all of the Restricted Shares), including any liability for any claim that the Participant could have made more or lost less in connection therewith or for any capital gain or loss due to the difference in time between the triggering of a Withholding Requirement and the resale of Restricted Shares in respect thereof or for violations of which xxxxxxx xxxxxxx or other laws or for incurrence of liability for short-swing profits under Section 16(b) of the relevant deductionExchange Act, withholding or payment is required shall be increased except to the extent necessary that a court of competent jurisdiction determines by final and nonappealable judgment that any such losses, damages, costs or expenses resulted from actions taken or omitted to ensure that, after the making of that deduction, withholding be taken by them in bad faith or payment (including any deduction, withholding from their gross negligence or payment applicable to additional amounts payable under willful misconduct. References in this Section 2.20)4.4 to “selling” and correlative terms include all activities related thereto, Administrative Agent or such Lenderincluding placement and execution of sell orders, as selection of brokers and dealers, delivery of share certificates, receipt of proceeds and payment of fees and commissions. (xi) The provisions hereof regarding sale of Restricted Shares to satisfy Withholding Requirements are also intended to constitute a trading plan within the case may be, receives on meaning of Rule 10b5-1 under Securities Act. (xii) The Participant accepts this Agreement and the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholdingRestricted Shares subject to, and within thirty days after agrees to assume, the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to paylimitations, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory risks and responsibilities inherent with respect to the other affected parties of such deductionRestricted Shares, withholding or payment and of the remittance thereof to the relevant taxing or other authorityincluding those mentioned in this Agreement.

Withholding of Taxes. If any Credit Party or any other applicable Person acting as a withholding agent is (in such withholding agent’s reasonable good faith discretion) required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.202.20(b)) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent shall be entitled to make any such deduction or withholding and pay shall timely pay, or cause to be paid, the full amount of any such Indemnified Taxes Tax deducted or Other Taxes withheld to the relevant Governmental Authority in accordance with applicable law before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) unless otherwise provided in this Section 2.20, the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment such deductions and withholdings applicable to additional amounts sums payable under this Section 2.20Section), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityGovernmental Authority; provided, Borrower shall not be required to pay any additional amounts to any Lender under clause (iii) above with respect to any Excluded Taxes of any Lender.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.202.20(b)) under any of the Credit Documents: (i) Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.202.20(b)) under any of the Credit Documents: (i) Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable withholding agent Borrowers shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its their own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Borrowers shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the Closing Date (in the case of each Lender listed on the signature pages of the Original Credit Agreement on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the Closing Date or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender, provided, however, that Borrowers shall not be required to increase any such amounts payable to any Lender pursuant to clause (iii) of this Section 2.20(b), that are (A) attributable to such Lender’s failure to comply with the requirements of paragraph (c) of this Section 2.20 or (B) United States withholding taxes imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement, except to the extent that such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from Borrowers with respect to such amounts pursuant to clause (iii) of this Section 2.20(b).

Withholding of Taxes. If any Credit Note Party or any other applicable Person (acting as a withholding agent agent) is (in such withholding agent’s reasonable good faith discretion) required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Note Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) Purchaser under any of the Credit Note Documents: (i) Borrower Company shall notify Administrative Agent Purchasers of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable Company or any other Person (acting as a withholding agent agent) shall make pay or cause to be paid any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Note Party) for its own account or (if that liability is imposed on Administrative Agent or such LenderPurchaser, as the case may be) on behalf of and in the name of Administrative Agent or such LenderPurchaser; (iii) unless otherwise provided in this Section 2.19 the sum payable by the Credit such Note Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding such Taxes or payment applicable Other Taxes imposed or asserted on or attributable to additional amounts payable under this Section 2.202.19), Administrative Agent or such LenderPurchaser, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which Tax that it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent such Purchaser evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, with respect to any U.S. federal withholding tax, no such additional amount shall be required to be paid to any Purchaser under clause (iii) above except to the extent that any change after the date hereof (in the case of each Purchaser listed on the signature pages hereof on the Closing Date) or after the effective date of the Transfer Agreement pursuant to which such Purchaser became a Purchaser (in the case of each other Purchaser)in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Transfer Agreement, as the case may be, in respect of payments to such Purchaser; provided that additional amounts shall be payable to a Purchaser to the extent that such Purchaser’s transferor was entitled to receive such additional amounts.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.202.19(b)) under any of the Credit Documents: (i) Borrower Representative shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower Representative becomes aware of it; (ii) the applicable withholding agent Borrower Representative shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Representative shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Withholding of Taxes. If any Credit Party Company or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party Company to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Loan Documents: : (ia) Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; ; (iib) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit PartyCompany) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; ; (iiic) the sum payable by the Credit Party Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and and (ivd) within thirty 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty 30 days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (iib) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Withholding of Taxes. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares of Restricted Stock may be released from the escrow established pursuant to Section 2, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting of the Restricted Stock, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such tax withholding obligations are satisfied. If any Credit Party or any other applicable withholding agent is required by law Participant fails to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank satisfactory arrangements for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent shall make such deduction or withholding and pay such Indemnified Taxes or Other Taxes before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes required tax withholding obligations hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Sections 3 or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the 4 or tax withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory obligations related to the other affected parties of applicable Shares otherwise are due, Participant will permanently forfeit such deduction, withholding or payment Shares and of the remittance thereof Shares will be returned to the relevant taxing or other authorityCompany at no cost to the Company.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement in respect of payments to such Lender.

Withholding of Taxes. If Upon the lapse of the restrictions and the issuance of Shares with respect to any Credit Party portion of this Award, the Grantee may be required to pay to the Company and the Company shall have the right and is hereby authorized to withhold from the Award, from any payment due or transfer made under the Award or under the Plan, or from any compensation or other amount owing to the Grantee the amount (in cash, Shares, other securities, other Awards or other property) of any applicable withholding agent is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent shall make such deduction or withholding and pay such Indemnified Taxes or Other Taxes before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party other tax-related obligations in respect of which the relevant deductionAward, any transaction involving the Award, or any payment or transfer under the Award or under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. Without limiting the generality of the authorization described above, the Committee may in its discretion permit the Grantee to satisfy or arrange to satisfy, in whole or in part, the tax obligations incident to the Award by: (a) electing to have Holdings withhold Shares or other property otherwise deliverable to the Grantee pursuant to the Award (provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy required federal, state local and foreign withholding obligations using the minimum statutory withholding rates for federal, state, local and/or foreign tax purposes, including payroll taxes, that are applicable to supplemental wage income) and/or (b) tendering to Holdings Shares owned by the Grantee (or by the Grantee and his or her spouse jointly) and purchased or held for the requisite period of time as may be required to avoid Holding’s or the Affiliates’ incurring an adverse accounting charge, based, in each case, on the Fair Market Value of the Shares on the payment is required date as determined by the Committee. All such elections shall be increased to irrevocable, made in writing, signed by the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholdingGrantee, and within thirty days after shall be subject to any restrictions or limitations that the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to payCommittee, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deductionin its sole discretion, withholding or payment and of the remittance thereof to the relevant taxing or other authoritydeems appropriate.

Withholding of Taxes. If The Company shall have the authority and the right to deduct or withhold from an amount paid in cash, or require the Holder to remit to the Company, an amount paid in cash sufficient to satisfy any Credit Party applicable federal, state, local and foreign taxes (including the Holder’s FICA, employment tax or other social security contribution obligation or any other applicable withholding agent is employer’s national insurance contributions) required by law to make be withheld with respect to any deduction taxable event concerning a Holder arising as a result of the Plan or withholding on account this Agreement. The Committee, in its sole discretion, may require payment by the Holder of any Indemnified Taxes or Other Taxes from any an amount that is equal to the sum paid or payable of all employment and other taxes, insurance premiums and other amounts imposed by any Credit Party and all applicable tax authorities on the Company or any Subsidiary or Affiliate with respect to any Agent amounts payable to, or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any earned by, such Holder in respect of the Credit Documents: Option granted hereunder. The Committee, in its sole discretion and in satisfaction of the foregoing requirement, may (i) Borrower shall notify Administrative Agent repurchase or allow the Holder to elect to have the Company repurchase Shares otherwise issuable upon exercise of any such requirement the Option or any change in any such requirement as soon as Borrower becomes aware of it; (ii) cause the sale of a sufficient number of Shares on behalf of the Holder to realize sale proceeds equivalent to the applicable withholding agent tax liabilities and remit such amount to or at the direction of the Holder’s employer or the Committee in satisfaction of such tax liabilities. Unless otherwise determined by the Committee, the number of Shares which may be so repurchased or sold on behalf of the Holder shall make such deduction or withholding and pay such Indemnified Taxes or Other Taxes before be limited to the number of Shares which have a fair market value on the date on which penalties attach thereto, such payment to be made of repurchase or sale (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure thatpay the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, after the making of state, local and foreign income tax and payroll tax purposes that deduction, withholding or payment (including any deduction, withholding or payment are applicable to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as supplemental taxable income. The Committee shall determine the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and fair market value of the remittance thereof Shares, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option involving the sale of Shares to pay the relevant taxing Option exercise price or other authorityany tax withholding obligation.

Withholding of Taxes. If (i) The Participant acknowledges and agrees that the Company has the right to deduct from payments of any Credit Party kind otherwise due to the Participant any federal, state, local or other taxes of any other applicable withholding agent is kind required by law to make any deduction be withheld with respect to the RSUs. On or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party about the Settlement Date, the Company shall deliver written notice to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any the Participant of the Credit Documents: amount of withholding taxes due with respect to the payment of the RSUs; provided, however, that the total tax withholding will be approximately the minimum required statutory withholding (i) Borrower shall notify Administrative Agent of any based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such requirement or any change in any such requirement supplemental taxable income), as soon as Borrower becomes aware of it; determined by the Company. (ii) If the applicable RSUs are settled in cash, the withholding agent amount will be deducted from the cash paid to the Participant on the Delivery Date. (iii) If the RSUs are settled in Stock, the Participant shall make such deduction be required, and hereby consents to, sell, or withholding and pay such Indemnified Taxes or Other Taxes before arrange for the date sale of, on which penalties attach theretothe Delivery Date, at the then prevailing market price, such payment number of shares of Stock underlying the RSUs as is sufficient to generate net proceeds sufficient to satisfy the Company’s minimum statutory withholding obligations with respect to the income recognized by the Participant upon the settlement of the RSUs and to promptly transfer such withholding amount to the Company in satisfaction of such tax withholding obligations. The Participant agrees to execute and deliver, upon the request of the Company, such documents, instruments and certificates as may reasonably be made (if required in connection with the liability sale of the shares of Stock pursuant to pay is imposed on any Credit Partythis Section 3.2(iii) for its own account or (if that liability is imposed on Administrative Agent or such Lender, and hereby appoints the Company as the case may be) Participant’s attorney-in-fact with authority to take all of such actions and execute all such documents on behalf of the Participant as the Company reasonably deems necessary to effect such sales on the Participant’s behalf. The Participant and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased Company have structured this Agreement to constitute a “binding contract” relating to the extent necessary sale of Common Stock pursuant to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)3, Administrative Agent or such Lender, as consistent with the case may be, receives on the due date a net sum equal affirmative defense to what it would have received had no such deduction, withholding or payment been required or made; and (ivliability under Section 10(b) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authoritySecurities Exchange Act of 1934 under Rule 10b5-1(c) promulgated under such Act.

Withholding of Taxes. If any Credit Note Party or any other applicable Person (acting as a withholding agent agent) is (in such withholding agent’s reasonable good faith discretion) required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Note Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) Purchaser under any of the Credit Note Documents: (i) Borrower Company shall notify Administrative Agent Purchasers of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable Company or any other Person (acting as a withholding agent agent) shall make pay or cause to be paid any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Note Party) for its own account or (if that liability is imposed on Administrative Agent or such LenderPurchaser, as the case may be) on behalf of and in the name of Administrative Agent or such LenderPurchaser; (iii) unless otherwise provided in this Section 2.19 (other than a Tax on the “overall net income” of any Purchaser) the sum payable by the Credit such Note Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, such withholding Taxes or payment applicable Other Taxes imposed or asserted on or attributable to additional amounts payable under this Section 2.202.19), Administrative Agent or such LenderPurchaser, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which such Tax that it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent such Purchaser evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, with respect to any U.S. federal withholding tax (including any withholding tax imposed under FATCA), no such additional amount shall be required to be paid to any Purchaser under clause (iii) above except to the extent that any change after the date hereof (in the case of each Purchaser listed on the signature pages hereof on the Closing Date) or after the effective date of the Transfer Agreement pursuant to which such Purchaser became a Purchaser (in the case of each other Purchaser) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Transfer Agreement, as the case may be, in respect of payments to such Purchaser; provided that additional amounts shall be payable to a Purchaser to the extent that such Purchaser’s transferor was entitled to receive such additional amounts.

Withholding of Taxes. If any Credit Loan Party or any other applicable withholding agent Person is required by law to make any deduction or withholding for or on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by or on behalf of any Credit Loan Party to any the Administrative Agent or any Lender (which term shall include each Swing Line Lender and the Issuing Bank for purposes of this Section 2.202.20(b)) under any of the Credit Loan Documents: (i) the Borrower Representative shall notify the Administrative Agent and, if applicable the Revolving Administrative Agent, of any such requirement or any change in any such requirement as soon as the Borrower Representative becomes aware of it; (ii) the applicable withholding agent Borrower shall make such deduction or withholding and pay any such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Loan Party) for its own account or (if that liability is imposed on the Administrative Agent, the Revolving Administrative Agent or such Lender) on behalf of and in the name of the Administrative Agent, the Revolving Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit such Loan Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that any deduction, withholding or payment (including any deduction, withholding or payment applicable on such increased amount) with respect to additional amounts payable under this Section 2.20)any Indemnified Tax, the Administrative Agent, the Revolving Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, the Borrower (if Borrower is the withholding agent) Representative shall deliver to the Administrative Agent and, if applicable the Revolving Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Holdings, Borrower or Tronox US becomes aware of it; (ii) the applicable withholding agent Borrower shall make such deduction or withholding and pay any such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and thereto in the name of Administrative Agent or such Lenderaccordance with applicable law; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender (other than a Lender that becomes a Lender pursuant to Section 2.20) under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date), after the Second Amendment Effective Date (in the case of each Lender with a Second Amendment Effective Date Term Loan Commitment) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender; provided, further, that additional amounts shall be payable to a Lender to the extent such Lender’s assignor was entitled to receive such additional amounts.

Withholding of Taxes. If (a) The Grantee shall be liable for any Credit Party and all taxes, including withholding taxes, arising out of this grant or any other applicable withholding agent the vesting of Restricted Shares hereunder. In the event that the Corporation or the Grantee’s employer (the “Employer”) is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any withhold taxes as a result of the Credit Documents: grant or vesting or subsequent sale of Shares hereunder, the Grantee shall at the election of the Corporation, in its sole discretion, either (i) Borrower shall notify Administrative Agent surrender a sufficient number of any whole Shares for which the Restricted Period has expired or other Common Shares owned by the Grantee, having a fair market value, as determined by the Corporation on the last day of the Restricted Period equal to the amount of such requirement taxes, or any change in any such requirement as soon as Borrower becomes aware of it; (ii) make a cash payment, as necessary to cover all applicable required withholding taxes and required social security/insurance contributions at the time the restrictions on the Restricted Shares lapse, unless the Corporation, in its sole discretion, has established alternative procedures for such payment. If the number of shares required to cover all applicable withholding agent taxes and required social security/insurance contributions includes a fractional share, then Grantee shall make deliver cash in lieu of such deduction or withholding and pay such Indemnified Taxes or Other Taxes before fractional share. All matters with respect to the date on which penalties attach thereto, such payment total amount to be made withheld shall be determined by the Corporation in its sole discretion. (if b) Regardless of any action the liability Corporation or the Grantee’s Employer takes with respect to pay is imposed any or all income tax, social security/insurance, payroll tax, payment on any Credit Party) for its own account or other tax-related withholding (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20“Tax-Related Items”), Administrative Agent the Grantee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by him is and remains the Grantee’s responsibility and that the Corporation and or such Lenderthe Employer (i) make no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this grant of Restricted Shares, as including the case may begrant, receives on vesting or release, the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or madesubsequent sale of Shares and receipt of any dividends; and (ivii) within do not commit to structure the terms or any aspect of this grant of Restricted Shares to reduce or eliminate the Grantee’s liability for Tax-Related Items. The Grantee shall pay the Corporation or the Employer any amount of Tax-Related Items that the Corporation or the Employer may be required to withhold as a result of the Grantee’s participation in the Plan or the Grantee’s receipt of Restricted Shares that cannot be satisfied by the means previously described above in Section 10(a). The Corporation may refuse to deliver the Shares related thereto if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items. (c) Grantee will notify the Corporation in writing if he or she files an election pursuant to Section 83(b) of the Code. The Grantee understands that he or she should consult with his or her tax advisor regarding the advisability of filing with the Internal Revenue Service an election under 83(b) of the Code, which must be filed no later than thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment the acquisition of any Indemnified Taxes or Other Taxes which it is required by clause (iithe Shares pursuant to this Agreement, the Grant Date. This time period cannot be extended. The Grantee acknowledges that timely filing of a Section 83(b) above to pay, Borrower (if Borrower election is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityGrantee’s sole responsibility.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax (other than a Tax on the overall net income of a Lender) from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Issuing Bank and Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent Borrower shall make pay or cause to be paid any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender (other than a Lender that becomes a Lender pursuant to Section 2.23) with respect to United States federal withholding tax under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in the imposition of, or an increase in, such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender; provided that additional amounts shall be payable to a Lender to the extent such Lender’s assignor was entitled to receive such additional amounts. Without limiting the provisions above, the Borrower shall timely pay any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Credit Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Credit Document to the relevant Governmental Authority in accordance with applicable law.

Withholding of Taxes. If any Credit Party The Company (or the employing Parent or Subsidiary) will withhold a portion of the Shares of Restricted Stock that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any other applicable withholding agent is taxes required to withheld by law the Company (or the employing Parent or Subsidiary) with respect to make any deduction the Shares. No fractional Shares will be withheld or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party issued pursuant to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any the grant of the Credit Documents: Restricted Stock Award and the issuance of Shares thereunder; unless determined otherwise by the Company, any additional withholding necessary for this reason will be done by the Company through the Grantee’s paycheck or through direct payment by the Grantee to the Company in the form of cash, check or other cash equivalent. The Company (ior the employing Parent or Subsidiary) Borrower shall notify Administrative Agent of any such requirement or any change may instead, in any such requirement as soon as Borrower becomes aware of it; (ii) its discretion, require the Grantee to pay an amount necessary to pay the applicable withholding agent shall make such deduction taxes directly to the Company in the form of cash, check or withholding and pay such Indemnified Taxes or Other Taxes before the date on which penalties attach theretoother cash equivalent, such payment to be made (if the liability and/or may withhold an amount necessary to pay is imposed on any Credit Party) for its own account the applicable taxes from the Grantee’s paycheck, in each case with no withholding of Shares. In the event the withholding requirements are not satisfied through the withholding of Shares (or, through the Grantee’s paycheck or (if that liability is imposed on Administrative Agent or such Lenderdirect payment, as indicated above), no Restricted Stock will be granted to the case may beGrantee (or his or her estate) on behalf of unless and in the name of Administrative Agent or such Lender; until satisfactory arrangements (iii) the sum payable as determined by the Credit Party in Administrator) have been made by the Grantee with respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes income and other taxes which the Company determines must be withheld or Other Taxes which it is required collected with respect to such Shares. In addition and to the maximum extent permitted by clause law, the Company (iior the employing Parent or Subsidiary) above has the right to payretain without notice from salary or other amounts payable to the Grantee, Borrower (if Borrower is cash having a sufficient value to satisfy any tax withholding obligations that cannot be satisfied through the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory of otherwise deliverable Shares. By accepting this Award, the Grantee expressly consents to the withholding of Shares and to any cash or Share withholding as provided for in this paragraph 7. All income and other affected parties of such deduction, withholding or taxes related to the Restricted Stock Award and any Shares delivered in payment and thereof are the sole responsibility of the remittance thereof to the relevant taxing or other authorityGrantee.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20a) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) Upon the applicable withholding agent Issue Date, the Company shall make such deduction issue to or withholding and pay such Indemnified Taxes or Other Taxes before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and the Participant a certificate (which may be in electronic form) for the name applicable number of Administrative Agent or such Lender; (iii) Shares, subject, however, to the sum payable by Company’s collection of the Credit Party applicable Withholding Taxes. The Company shall have the right to require the Participant to pay to the Company the amount of any Withholding Taxes in respect of the Shares or to take whatever action it deems necessary to protect the interests of the Company in respect of such Withholding Tax liabilities, in accordance with this Paragraph 9. (b) Until such time as the Company determines otherwise, the Company shall satisfy the Company’s obligation for Withholding Taxes by withholding from the Shares otherwise deliverable to the Participant a number of whole Shares having a Fair Market Value as of the Issue Date, not in excess of the amount of such Withholding Taxes determined by using the applicable minimum statutory withholding rates, or such other amount or rate determined by the Company. (c) Notwithstanding the provisions of subparagraph (b) of this Paragraph 9, the employee portion of the federal, state and local employment taxes required to be withheld by the Company in connection with the vesting of the RSUs (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the relevant deductionRSUs vest hereunder. Accordingly, withholding to the extent the Issue Date for one or payment more vested RSUs is to occur in a year subsequent to the calendar year in which those RSUs vest, the Participant shall, on or before the last business day of the calendar year in which the RSUs vest, deliver to the Company a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those RSUs. The provisions of this Paragraph 9(c) shall be increased applicable only to the extent necessary to ensure thatcomply with the applicable tax withholding requirements of Code Section 3121(v). (d) Except as otherwise provided in Paragraph 4, after the making settlement of all RSUs that deductionvest under the Award shall be made solely in Shares. In no event, withholding or payment (including however, shall any deductionfractional Shares be issued. Accordingly, withholding or payment applicable the total number of Shares to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory be issued pursuant to the other affected parties of such deductionAward shall, withholding or payment and of the remittance thereof to the relevant taxing or other authorityextent necessary, be rounded down to the next whole Share in order to avoid the issuance of a fractional Share.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower Company Representative shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower any Company becomes aware of it; (ii) the applicable withholding agent Companies shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company Representative shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Restatement Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, in respect of payments to such Lender.

Withholding of Taxes. If any Credit Party Obligor or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party Obligor to any the Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Term Loan Documents: : (i) Borrower the Company shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower the Company becomes aware of it; ; (ii) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit PartyObligor) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender; ; (iii) the sum payable by the Credit Party such Obligor in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deductionpayment, withholding or payment applicable to additional amounts payable under this Section 2.20), the Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and and (iv) within thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Indemnified Taxes or Other Taxes tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to the Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Withholding of Taxes. If any Credit Party or any other applicable Person (acting as a withholding agent agent) is (in such withholding agent’s reasonable good faith discretion) required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any the Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Transaction Documents: (i1) the Borrower shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as reasonably promptly after the Borrower becomes aware of itit and the Borrower or any other Person (acting as a withholding agent) shall be entitled to deduct or withhold such Tax; (ii2) the applicable withholding agent Borrower shall make pay, or cause to be paid, any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender; (iii3) and, if such Tax is an Indemnified Tax, the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding such Taxes imposed or payment applicable asserted on or attributable to additional amounts payable under this Section 2.202.15), the Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv4) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii2) above to pay, the Borrower (if Borrower is the withholding agent) shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by the relevant taxing authority evidencing such payment, a copy of the return reporting such payment or other evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityauthority reasonably satisfactory to the Administrative Agent.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Administrative Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as reasonably practicable after the relevant Borrower becomes aware of it; (ii) the applicable withholding agent relevant Credit Party shall make such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax to the relevant Governmental Authority before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, deduction or withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding any such deduction or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)withholding, Administrative Agent or such Lender, as the case may be, and each of their Tax Related Persons receives on the due date a net sum equal to what it would have received had no such deduction, deduction or withholding or payment been required or maderequired; and (iv) within thirty (30) days after paying making any sum from which it is required by law to make any such deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Administrative Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties Administrative Agent of such deduction, deduction or withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to Administrative Agent or any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of Administrative Agent and each Lender listed on the signature pages hereof on the Effective Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction or withholding shall result in an increase in the rate of such deduction or withholding from that duly established to be in effect at the date hereof or at the date of such Assignment Agreement in respect of relevant payments to such Person.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent Borrower shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum an amount equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority. Notwithstanding anything to the contrary in this Agreement, no Credit Party shall be required to indemnify or pay any additional amount to Administrative Agent or any Lender under Section 2.20 to the extent that such obligation is imposed on amounts payable to Administrative Agent or such Lender at the time such Person becomes a party to this Agreement.

Withholding of Taxes. If any Credit Note Party or any other applicable withholding agent the Agent is required by law to make any deduction or withholding for or on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Note Documents: (i) Borrower the Issuer shall notify Administrative the Agent of any such requirement or any change in any such requirement as soon as Borrower the Issuer becomes aware of it; (ii) the applicable withholding agent Issuer or the Agent shall be entitled to make such deduction or withholding and shall pay (or cause to be paid) any such Indemnified Taxes or Other Taxes Tax to the relevant Governmental Authority before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) if such Tax is an Indemnified Tax, the sum payable by the Credit such Note Party in respect of which the relevant deduction, deduction or withholding or payment is required shall be increased to the extent necessary to ensure thatthat after any such deduction or withholding of Indemnified Tax, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such LenderHolder, as the case may be, and each of their Tax Related Persons receives on the due date a net sum equal to what it would have received had no such deduction, deduction or withholding or payment been required or maderequired; and (iv) within thirty (30) days after paying making any sum from which it is required by law to make any such deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Issuer shall deliver to Administrative the Agent evidence reasonably satisfactory to the other affected parties of such deduction, deduction or withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Holder or the Agent under clause (iii) above for, (A) in the case of a Holder, any U.S. federal withholding Tax in effect and applicable (1) as of the date hereof (in the case of each Holder listed on the signature pages hereof on the Closing Date) or, in the case of a Tax Related Person, the date the Tax Related Person becomes a beneficiary of any Equity Interests in the applicable Holder, (2) on the effective date of the Assignment Agreement pursuant to which such Holder became a Holder (in the case of each other Holder), or (3) on the date the Holder changes its Applicable Office, except in each case to the extent that, pursuant to this Section 2.14, amounts with respect to such U.S. federal withholding Taxes were payable to such Holder’s assignor (including each of their Tax Related Persons) immediately before such Holder becomes a party hereto or such Holder immediately before such Holder changed its Applicable Office, (B) any Tax on the Overall Net Income of the Holder or its Tax Related Persons, (C) any U.S. federal withholding Tax imposed under FATCA or (D) any Tax attributable to the Holder’s or the Agent’s failure to comply with Section 2.14(e) (all such amounts described in (A), (B), (C) and (D), “Excluded Taxes”).

Withholding of Taxes. If (i) The Participant acknowledges and agrees that the Company has the right to deduct from payments of any Credit Party kind otherwise due to the Participant any federal, state, local or other taxes of any other applicable withholding agent is kind required by law to make any deduction be withheld with respect to the RSUs. On or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party about the date the RSUs vest, the Company shall deliver written notice to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any the Participant of the Credit Documents: amount of withholding taxes due with respect to the payment of the RSUs; provided, however, that the total tax withholding will be approximately the minimum required statutory withholding (i) Borrower shall notify Administrative Agent of any based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such requirement or any change in any such requirement supplemental taxable income), as soon as Borrower becomes aware of it; determined by the Company. (ii) If the applicable RSUs are settled in cash, the withholding agent amount will be deducted from the cash paid to the Participant on the Delivery Date. (iii) If the RSUs are settled in Stock, the Participant shall make such deduction be required, and hereby consents to, sell, or withholding and pay such Indemnified Taxes or Other Taxes before arrange for the date sale of, on which penalties attach theretothe Delivery Date, at the then prevailing market price, such payment number of shares of Stock underlying the RSUs as is sufficient to generate net proceeds sufficient to satisfy the Company’s minimum statutory withholding obligations with respect to the income recognized by the Participant upon the settlement of the RSUs and to promptly transfer such withholding amount to the Company in satisfaction of such tax withholding obligations. The Participant agrees to execute and deliver, upon the request of the Company, such documents, instruments and certificates as may reasonably be made (if required in connection with the liability sale of the shares of Stock pursuant to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lenderthis Section 3.2(iii), and hereby appoints the Company as the case may be) Participant’s attorney-in-fact with authority to take all of such actions and execute all such documents on behalf of the Participant as the Company reasonably deems necessary to effect such sales on the Participant’s behalf. The Participant and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased Company have structured this Agreement to constitute a “binding contract” relating to the extent necessary sale of Common Stock pursuant to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)3, Administrative Agent or such Lender, as consistent with the case may be, receives on the due date a net sum equal affirmative defense to what it would have received had no such deduction, withholding or payment been required or made; and (ivliability under Section 10(b) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authoritySecurities Exchange Act of 1934 under Rule 10b5-1(c) promulgated under such Act.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.202.19(b)) under any of the Credit Documents: (i) Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender or Administrative Agent under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any requirement mentioned therein for a deduction, withholding or payment shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender or Administrative Agent.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Taxes, other than an Excluded Tax, from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) Finance Party under any of the Credit Documents: Documents (such Taxes, collectively, “Indemnified WHT”), then: (i) the Borrower shall promptly notify Administrative the Facility Agent of any such requirement or any change in any such requirement as soon as Borrower becomes upon becoming aware of it; ; (ii) the applicable withholding agent Borrower shall make such deduction or withholding and pay any such Indemnified Taxes or Other Taxes WHT before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative the Facility Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or the relevant Finance Party (such Lender; Finance Parties, the “Recipients”); (iii) the such sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment any such Indemnified WHT is required to be paid shall be increased to the extent necessary to ensure that, after payment of the making of that deductionIndemnified WHT, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as the case may be, relevant Finance Party receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment of the Indemnified WHT been required or made; and and (iv) within thirty (30) days after paying any sum from which it is required by applicable law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Indemnified Taxes or Other Taxes which WHT that it is required by clause (ii) above to pay, the Borrower (if Borrower is the withholding agent) shall deliver to Administrative the Facility Agent evidence reasonably satisfactory to the other affected parties Finance Parties of such deduction, withholding or payment and or the original or a certified copy of a receipt evidencing the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender (other than a Lender that becomes a Lender pursuant to Section 2.22) under clause (iii) above to the extent that a Transfer of a Term Loan after the Signing Date results in an increase in the rate of such deduction, withholding or payment from that applicable to the assignor of such Term Loan as in effect on the date of such Transfer; provided that for the avoidance of doubt, any other amounts shall be payable to a Lender to the extent such Lender’s assignor would have been entitled to receive such additional amounts.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty 30 days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause CLAUSE (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under CLAUSE (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, in respect of payments to such Lender.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent Borrower shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to paysuch Tax, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, with respect to any United States federal withholding taxes, no such additional amount shall be required to be paid to any Lender (other than a Lender that becomes a Lender pursuant to Section 2.19) under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender; provided that additional amounts shall be payable to a Lender to the extent such Lender’s assignor was entitled to receive such additional amounts.

Withholding of Taxes. If any Credit Note Party or any other applicable withholding agent the Agent is required by law to make any deduction or withholding for or on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Note Documents: (i) Borrower the Issuer shall notify Administrative the Agent of any such requirement or any change in any such requirement as soon as Borrower the Issuer becomes aware of it; (ii) the applicable withholding agent Issuer or the Agent shall be entitled to make such deduction or withholding and shall pay (or cause to be paid) any such Indemnified Taxes or Other Taxes Tax to the relevant Governmental Authority before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) if such Tax is an indemnified Tax, the sum payable by the Credit such Note Party in respect of which the relevant deduction, deduction or withholding or payment is required shall be increased to the extent necessary to ensure thatthat after any such deduction or withholding of Indemnified Tax, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such LenderHolder, as the case may be, and each of their Tax Related Persons receives on the due date a net sum equal to what it would have received had no such deduction, deduction or withholding or payment been required or made; and (iv) within thirty (30) days after paying making any sum from which it is required by law to make any such deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Issuer shall deliver to Administrative the Agent evidence reasonably satisfactory to the other affected parties of such deduction, deduction or withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, that for the avoidance of doubt, no such additional amount shall be required to be paid to any Holder or Agent under clause (iii) above for, and Indemnified Taxes shall not include, any of the following Taxes, (A)any U.S. federal withholding Tax in effect and applicable as of the date hereof (in the case of each Holder listed on the signature pages hereof on the Effective Date) or on the effective date of the Assignment Agreement pursuant to which such Holder became a Holder (in the case of each other Holder) or on the date the Holder changes its Applicable Office, except to the extent that, pursuant to Section 5.03, amounts with respect to such U.S. federal withholding Taxes were payable (1) to such Holder’s assignor (including each of their Tax Related Persons) immediately before such Holder becomes a party hereto or (2) such Holder immediately before such Holder changed its Applicable, (B) any Tax on the Overall Net Income of the Holder or its Tax Related Persons, (C) any U.S. federal withholding Tax imposed under FATCA or (D) any Tax attributable to the Holder’s failure to comply with Section 5.03(e) (all such amounts described in clause (A), (B), (C) and (D), “Excluded Taxes”).

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax (as described in Section 2.17(a) above) from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent each Lender of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent Borrower shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deductionpayment, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as the case may be, Lender receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty 30 days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent the Lenders evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender (other than a Lender that becomes a Lender pursuant to Section 2.19) under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender; provided that additional amounts shall be payable to a Lender only to the extent such Lender’s assignor was entitled to receive such additional amounts and the assignee would be entitled to such additional amounts.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower practicable after Company becomes aware of it; (ii) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, deduction or withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding deduction or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)withholding, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, deduction or withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, deduction or withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to the Administrative Agent or any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of the Administrative Agent and each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of an assignment or appointment pursuant to which such Lender or a new Administrative Agent became a party to this Agreement in any such requirement for a deduction or withholding as is mentioned therein shall result in an increase in the rate of such deduction or withholding from that in effect at the date hereof or at the date of such an assignment or appointment, as the case may be, in respect of payments to such Lender or Administrative Agent; provided further, no such additional amount shall be required to be paid to Administrative Agent or any Lender under clause (iii) above with respect to backup withholding.

Withholding of Taxes. If any Credit Loan Party or any other applicable withholding agent is required by law to make any deduction or withholding for or on account of any Indemnified Taxes Tax or Other Taxes Tax from any sum paid or payable by or on behalf of any Credit Loan Party to any the Administrative Agent or any Lender (which term shall include each Swing Line Lender and the Issuing Bank for purposes of this Section 2.202.20(b)) under any of the Credit Loan Documents: (i) Borrower the applicable Loan Party shall notify the Administrative Agent in writing of any such requirement or any change in any such requirement as soon as Borrower the applicable Loan Party becomes aware of it; provided, that for purposes of this Section 2.20 the applicable Loan Party shall be presumed not to be aware of any Change in Law prior to the date on which such Change in Law is published by the applicable Governmental Authority promulgating such Change in Law (or, in the case of a Change In Law that occurs as a result of legislative action, the relevant statute’s date of enactment); (ii) the applicable withholding agent Loan Party shall make such deduction or withholding and pay any such Indemnified Taxes Tax or Other Taxes Tax on or before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lenderrequired by Law; (iii) the sum payable by the Credit such Loan Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deductionpayment, withholding or payment applicable to additional amounts payable under this Section 2.20), the Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or mademade (after taking into account any additional deduction, withholding or payment of any Indemnified Taxes or Other Taxes on such increased payment); and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Indemnified Taxes Tax or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) applicable Loan Party shall deliver to the Administrative Agent evidence reasonably satisfactory to the other affected parties Administrative Agent of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Holdings, Borrower or Tronox US becomes aware of it; (ii) the applicable withholding agent Borrower shall make such deduction or withholding and pay any such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and thereto in the name of Administrative Agent or such Lenderaccordance with applicable law; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender (other than a Lender that becomes a Lender pursuant to Section 2.20) under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender; provided, further, that additional amounts shall be payable to a Lender to the extent such Lender’s assignor was entitled to receive such additional amounts.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower Borrowers shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes Borrowers become aware of it; (ii) the applicable withholding agent Credit Parties shall make such deduction or withholding and pay any such Indemnified Taxes or Other Taxes Tax to the relevant Governmental Authority before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, deduction or withholding or payment is required shall be increased to the extent necessary to ensure that, that after the making of that deduction, withholding any such deduction or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)withholding, Administrative Agent or such Lender, as the case may be, and each of their Tax Related Persons receives on the due date a net sum equal to what it would have received had no such deduction, deduction or withholding or payment been required or maderequired; and (iv) within thirty (30) days after paying making any sum from which it is required by law to make any such deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Borrowers shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, deduction or withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the Closing Date other than as a result of a change of lending office (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement or Joinder Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction or withholding shall result in an increase in the rate of such deduction or withholding from that in effect at the Closing Date or at the date of such Assignment Agreement or Joinder Agreement, as the case may be, in respect of payments to such Lender, provided, further, that in the case of a Lender that becomes a Lender as a result of executing an Assignment Agreement or Joinder Agreement, the Borrowers shall not be required to pay additional amounts to such Lender to the extent such Taxes were, as of the effective date of such Assignment Agreement or Joinder Agreement, imposed at a rate that exceeds the rate in respect of those Taxes for which the assignor with respect to such Lender was entitled to any additional payments under this Section 2.16.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower Borrowers shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as any Borrower becomes become aware of it; (ii) the applicable withholding agent Borrowers shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Borrowers shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender (other than a Lender that becomes a Lender pursuant to Section 2.23) under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender; provided that additional amounts shall be payable to a Lender to the extent such Lender’s assignor was entitled to receive such additional amounts.

Withholding of Taxes. If any Credit Party Company or any other applicable withholding agent Person is required -------------------- by law to make any deduction or withholding on account of any Indemnified Taxes Tax (other than a Tax on the overall net income of the Administrative Agent or Other Taxes any Lender) from any sum paid or payable by any Credit Party Company to any the Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Loan Documents: : (ia) Borrower Company shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; practicable; (iib) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit PartyCompany) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender; ; (iiic) the sum payable by the Credit Party Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable with respect to additional amounts sums payable under this Section 2.20subsection 2.7B(ii)), the Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment of such tax been required or made; and provided that no such additional amount shall be required to be paid to any Lender under this clause (ivc) except to the extent that any change after the Closing Date or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment shall result in the imposition, or an increase in the rate, of such deduction, withholding or payment in respect of payments to such Lender. Notwithstanding the preceding clause, additional sums shall be required to be paid to any Lender to the extent that such Lender (or its assignor) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from Company in respect of payments to such Lender (or its assignor); (d) within thirty 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty 30 days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (iib) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to the Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; and (e) Company shall indemnify the Administrative Agent or any Lender for the full amount of any such Tax paid by the Administrative Agent or any Lender on or with respect to any payment on account of any obligation of Company under this subsection 2.7B(ii) and any penalties, interest and reasonable expenses with respect thereto, whether or not such Tax was legally imposed or asserted by the relevant governmental authority, within 15 Business Days after written request for such indemnification. A certificate as to the amount of such payment or liability delivered to Company by the Administrative Agent or any Lender shall be conclusive absent manifest error.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) the applicable Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as the applicable Borrower becomes aware of it; (ii) the applicable withholding agent Borrower shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deductiondeductions, withholding withholdings or payment applicable to payments on additional amounts payable under this Section 2.20section), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any Credit Party has paid any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it any Credit Party is required by clause (ii) above to pay, Parent Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, (i) that the Swiss Subsidiary Borrower shall not be required to comply with the gross up obligation provided for in this Section 2.20 with respect to Swiss Withholding Taxes caused by it breaching the Swiss Withholding Tax Rules as a direct result of (x) any failure to satisfy the Ten Non-Bank Rule as of the Original Closing Date or (y) a Lender breaching its representation as to its status pursuant to Section 9.10 (of this Agreement or the Original Credit Agreement) or any failure by a Lender or participant to comply with the requirements and limitations for assignments, transfers, and sub-participations (and other obligations) under Section 10.6 (of this Agreement or the Original Credit Agreement), and (ii) with respect to Loans to Parent Borrower or the Japanese Subsidiary Borrower, no additional amount shall be required to be paid under this Section 2.20 with respect to U.S. federal withholding or other U.S. federal income taxes or Japanese withholding or other Japanese national income taxes (with respect to Loans to the Japanese Subsidiary Borrower only) to any Lender (other than a Lender that becomes a Lender pursuant to Section 2.22 of this Agreement or the Original Credit Agreement) except to the extent that any change after the Original Closing Date (in the case of each Lender listed on the signature pages to the Original Credit Agreement on the Original Closing Date) or after the effective date of the Assignment Agreement or the Amendment (as applicable) pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment in respect of U.S. federal withholding or other U.S. federal income taxes or Japanese withholding or other Japanese national income taxes shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the Original Closing Date or at the date of such Assignment Agreement or the Amendment, as the case may be, in respect of payments to such Lender; provided further that additional amounts with respect to U.S. federal withholding or other U.S. federal income taxes shall be payable to a Lender to the extent such Lender’s assignor was entitled to receive such additional amounts immediately prior to the assignment or such Lender was entitled to receive additional amounts immediately prior to a change in lending office (any U.S. federal income or withholding taxes or Japanese national income or withholding taxes excluded pursuant to the foregoing provisos being “Excluded Taxes”).

Withholding of Taxes. If any Credit Loan Party or any other applicable Person (acting as a withholding agent agent) is (in such withholding agent’s reasonable good faith discretion) required by applicable law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Loan Party to any the Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.202.13 shall include any Issuing Bank, any Swing Line Lender and any assignee of a Lender, Issuing Bank or Swing Line Lender) under any of the Credit Loan Documents: (i) Borrower the applicable withholding agent (if not the Agent) shall notify Administrative the Agent of any such requirement or any change in any such requirement as soon as Borrower such withholding agent becomes aware of it; (ii) the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay any such Indemnified Taxes or Other Taxes before Tax to the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and relevant Governmental Authority in the name of Administrative Agent or such Lenderaccordance with applicable law; (iii) in the case of Indemnified Taxes, the sum payable by the Credit such Loan Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that such deduction, withholding or payment (including any deductionpayment, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative the Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty 30 days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) such Loan Party shall deliver to Administrative the Agent the original or certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment or other evidence reasonably satisfactory to the other affected parties Agent of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityGovernmental Authority.

Withholding of Taxes. If any Credit Party the Borrower or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party the Borrower to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent in writing of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent Borrower shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Partythe Borrower) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment such deductions and withholdings applicable to additional amounts sums payable under this Section 2.20provision), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above (A) with respect to Taxes imposed as a result of such Lender being organized under the laws of, or having its principal office or its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof), (B) except to the extent that any Change of Law after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (other than pursuant to an assignment request by the Borrower under Section 2.14) (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, in respect of payments to such Lender and (C) with respect to Taxes imposed under FATCA.

Withholding of Taxes. If any Credit Party or any Party, other applicable withholding agent or Administrative Agent is required by applicable law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax from any sum amount paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit DocumentsDocuments to or for the benefit of the Administrative Agent or any Lender: (i) the Borrower Representative shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower it becomes aware of it; (ii) the applicable withholding agent shall make deduct or withhold such deduction Tax and pay, or withholding and pay such Indemnified Taxes or Other Taxes before the date on which penalties attach thereto, such payment cause to be made (if paid, any such Tax deducted or withheld to the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lenderrelevant Governmental Authority, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) if the sum Tax is an Indemnified Tax, the amount payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that the deduction, withholding or payment for Indemnified Taxes (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.202.17), the Administrative Agent or such the applicable Lender, as the case may be, receives on the due date a net sum amount equal to what it would have received had no such deduction, withholding or payment for Indemnified Taxes been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days as soon as practicable after the due date of payment to the relevant Governmental Authority of any Indemnified Taxes Tax deducted or Other Taxes which it is required by withheld in accordance with clause (ii) above to payabove, Borrower (if Borrower is the applicable withholding agent) agent shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence reasonably satisfactory to the other affected parties Administrative Agent of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityGovernmental Authority.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party to any the Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents on account of any Tax (which Tax shall (A) exclude any Tax imposed by a Governmental Authority as a result of a connection or former connection between such Lender or Applicable Administrative Agent (as the case may be) and the jurisdiction imposing such Tax, including, without limitation, any connection arising from being a citizen, domiciliary or resident of such jurisdiction, being organized in such jurisdiction, or having a permanent establishment or fixed place of business therein, but excluding any connection arising solely from the rights and obligations as a Lender, or the activities of such Lender, pursuant to or in respect of this Agreement or the other Credit Documents: , (B) exclude any Tax on the overall net income of any Lender, and (C) include any Tax (other than a net income tax) imposed both as a result of a connection between a Lender or the Administrative Agent (as the case may be) and the jurisdiction imposing such Tax and as a result of a connection between the Company and the jurisdiction imposing such Tax) (i) Borrower Company shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deductionpayment, withholding or payment applicable to additional amounts payable under this Section 2.20), the Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to the Administrative Agent evidence reasonably satisfactory to the other affected parties Administrative Agent of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above that is attributable to such Lender’s failure to comply with (x) the requirements of paragraph (g), (h) or (i) of this Section or that are United States withholding taxes imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement, except to the extent that such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Company with respect to Taxes pursuant to this Section 2.20, or (y) FATCA. For the avoidance of doubt, no additional amount shall be required to be paid to any Lender under clause (iii) above in respect of United States withholding taxes that are attributable to such Lender’s status as a “10-percent shareholder” (within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of the Company.

Withholding of Taxes. If any Credit Party Obligor or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by or on behalf of any Credit Party Obligor to the any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit First Priority Term Loan Documents: : (i) the Borrower shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as the Borrower becomes aware of it; ; (ii) the applicable withholding agent Borrower shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit PartyObligor) for its own account or (if that liability is imposed on Administrative such Agent or such Lender, as the case may be) on behalf of and in the name of Administrative such Agent or such Lender; ; (iii) the sum payable by the Credit Party such Obligor in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deductionall deductions, withholding or payment (including any deductionpayments for or with respect to Taxes, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative such Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and and (iv) within thirty 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty 30 days after the due date of payment of any Indemnified Taxes or Other Taxes tax which it is required by clause (ii) above to pay, the Borrower (if Borrower is the withholding agent) shall deliver to the Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in either the imposition of deduction, withholding or payment or an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.202.20(b)) under any of the Credit Documents: (i) Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable withholding agent Company shall make such deduction or withholding and pay such any Indemnified Taxes or Other Taxes before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment of Indemnified Taxes is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholdingwithholding of Indemnified Taxes, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Non-Excluded Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to the Administrative Agent or any Lender under clause (iii) above except (i) to the extent that any change after the date hereof (in the case of each Administrative Agent or Lender listed on the signature pages hereof on the Closing Date), or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender), in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender, or (ii) that is attributable to a Lender’s failure to comply with the requirements of Section 2.15(c) or 2.15(d).

Withholding of Taxes. If any Credit Party or any other applicable Person (acting as a withholding agent agent) is (in such withholding agent’s reasonable good faith discretion) required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as reasonably practicable after Borrower becomes aware of it; (ii) the applicable withholding agent Borrower shall be entitled to make such deduction or withholding and pay shall pay, or cause to be paid, any such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) if such Tax is an Indemnified Tax, then the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment such deductions and withholdings applicable to additional amounts sums payable under this Section 2.20Section), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days as soon as practicable after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityAdministrative Agent.

Withholding of Taxes. If any Credit Loan Party or any other applicable withholding agent Person is required by law to make any deduction or withholding for or on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by or on behalf of any Credit Loan Party to any the Administrative Agent or any Lender (which term shall include each Swing Line Lender and the Issuing Bank for purposes of this Section 2.202.20(b)) under any of the Credit Loan Documents: (i) Borrower the applicable Loan Party shall notify the Administrative Agent in writing of any such requirement or any change in any such requirement as soon as Borrower the applicable Loan Party becomes aware of it; (ii) the applicable withholding agent Borrower shall make timely pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Loan Party) for its own account or (if that liability is imposed on the Administrative Agent or such Lender) on behalf of and in the name of the Administrative Agent or such Lender, as the case may be) on behalf of and be to the relevant Governmental Authority in the name of Administrative Agent or such Lenderaccordance with law; (iii) if such Tax is an Indemnified Tax, then the sum payable by the Credit such Loan Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deductionpayment, withholding or payment applicable to additional amounts payable under this Section 2.20), the Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or mademade (after taking into account any additional deduction, withholding or payment of any Indemnified Taxes on such increased payment); and (iv) within thirty days as soon as practicable after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required Tax by clause (ii) above to paya Loan Party, Borrower (if Borrower is the withholding agent) applicable Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityAdministrative Agent.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Withholding of Taxes. If any Credit Party Obligor or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by or on behalf of any Credit Party Obligor to the any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Revolving Loan Documents: : (i) the Borrower shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as the Borrower becomes aware of it; ; (ii) the applicable withholding agent Borrower shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit PartyObligor) for its own account or (if that liability is imposed on Administrative such Agent or such Lender, as the case may be) on behalf of and in the name of Administrative such Agent or such Lender; ; (iii) the sum payable by the Credit Party such Obligor in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deductionall deductions, withholding or payment (including any deductionpayments for or with respect to Taxes, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative such Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and and (iv) within thirty 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty 30 days after the due date of payment of any Indemnified Taxes or Other Taxes tax which it is required by clause (ii) above to pay, the Borrower (if Borrower is the withholding agent) shall deliver to the Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in either the imposition of deduction, withholding or payment or an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify notify, or cause to be notified, Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes become aware of it; (ii) the applicable withholding agent Borrower shall make pay, or cause to be paid, any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that such deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholdingpayment of such sum, and within thirty days after the due date of payment of any Indemnified Taxes Tax Borrower shall deliver, or Other Taxes which it is required by clause (ii) above cause to paybe delivered, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory the original or certified copy of and receipt evidencing such payment; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other affected parties Lender) in any such requirement for a deduction, withholding or payment shall result in an increase in the rate of such deduction, withholding or payment and from that in effect at the date hereof or at the date of such Assignment Agreement, as the remittance thereof case may be, in respect of payments to such Lender; provided, however, that a Lender shall be entitled to receive additional amounts under clause (iii) above to the relevant taxing or other authorityextent such Lender’s assignor was entitled to receive additional amounts.

Withholding of Taxes. If If, as determined in the good faith discretion of the applicable Withholding Agent, any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any sum paid or payable by Administrative Agent to any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes on account of this Section 2.20) an obligation of a Credit Party under any of the Credit Documents: (i) Borrower the applicable Withholding Agent shall notify Administrative Agent of any such requirement timely pay the full amount deducted or any change withheld to the relevant Governmental Authority in any such requirement as soon as Borrower becomes aware of itaccordance with applicable law; (ii) to the applicable withholding agent shall make such extent the relevant deduction or withholding and pay such includes any Indemnified Taxes (or Other any and all Taxes before in the date case of withholding by Administrative Agent on which penalties attach thereto, such a payment to be made (if the liability to pay is imposed any Lender on any account of an obligation of a Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender), as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, any deduction or withholding for any Indemnified Taxes (or any and all Taxes in the case of withholding by Administrative Agent on a payment to any Lender on account of an obligation of a Credit Party) (including any deduction, withholding or payment such deductions and withholdings applicable to additional amounts sums payable under this Section 2.202.15), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, deduction or withholding for any Indemnified Taxes (or any and all Taxes in the case of withholding by Administrative Agent on a payment to any Lender on account of an obligation of a Credit Party) been required or made; and (iviii) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (iii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityGovernmental Authority.

Withholding of Taxes. If any Credit Party (i) Any and all payments by or any other applicable withholding agent is required by law to make any deduction or withholding on account of any Indemnified Taxes obligation of any Loan Party under any Loan Document shall be made without deduction or Other Taxes 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 sum paid or payable such payment by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) a Withholding Agent, then the applicable withholding agent Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Taxes or Other Taxes before the date on which penalties attach theretoTax, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) then the sum payable by the Credit applicable Loan Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent as necessary to ensure that, so that after the making of that deduction, such deduction or withholding or payment has been made (including any deduction, withholding or payment such deductions and withholdings applicable to additional amounts sums payable under this Section 2.20), 2.16) the applicable Lender or Administrative Agent or such Lender, as the case may be, other recipient receives on the due date a net sum an amount equal to what the sum it would have received had no such deductiondeduction or withholding been made. Further, withholding the Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment been required or made; and of, any Other Taxes. (ivii) Each Lender shall severally indemnify the Administrative Agent, within thirty 10 days after paying any sum from which it is required by law to make any deduction or withholdingdemand therefor, and within thirty days after the due date of payment of for (i) any Indemnified Taxes or Other attributable to such Lender (but only to the extent that a Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes which it is required by clause and without limiting the obligation of the Loan Parties to do so), (ii) above any Taxes attributable to paysuch Lender’s failure to comply with the provisions of Section 10.06(g) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, Borrower in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental 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 authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (if Borrower is the withholding agenta)(ii). (iii) As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 2.16, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence reasonably of such payment satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityAdministrative Agent.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent Borrower shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.202.20(b)) under any of the Credit Documents: (i) Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Effective Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Withholding of Taxes. If any Credit Party or any other applicable Withholding Agent (but, for the avoidance of doubt, not including a Lender acting as a withholding agent with respect to payments made to its members, partners or beneficiaries) is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Financing Documents: (i) Borrower the applicable Withholding Agent shall notify Administrative Agent of any be entitled to make such requirement deduction or any change in any such requirement as soon as Borrower becomes aware of itwithholding; (ii) the applicable withholding agent Withholding Agent shall make pay, or cause to be paid, any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax to the appropriate Governmental Authority before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) if the tax is an Indemnified Tax and unless otherwise provided in this Section 2.19, the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that the deduction, withholding or payment for Indemnified Taxes (including any deduction, withholding or payment such deductions and withholdings applicable to additional amounts sums payable under this Section 2.202.19(b)), Administrative Agent or such Lender, as the case may be, applicable Recipient receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment for Indemnified Taxes been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower the applicable Credit Party shall (if Borrower any Credit Party is responsible for the deduction, withholding agentor payment) shall deliver to Administrative Agent the original or a certified copy of a receipt evidencing such payment, a copy of the return reporting such payment or other evidence reasonably satisfactory to the other affected parties Administrative Agent of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityGovernmental Authority.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.202.20(b)) under any of the Credit Documents: (i) Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the Second Amendment Effective Date (in the case of each Lender listed on the signature pages of the Second Amendment on the Second Amendment Effective Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the Second Amendment Effective Date or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Withholding of Taxes. If any Credit Party the Borrower or any other applicable withholding agent Person is required by law Applicable Law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit the Borrower to an Affected Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) the Borrower shall notify Administrative the Facility Agent and the Class B Agent of any such requirement or any change in any such requirement as soon as the Borrower becomes aware of it; (ii) the applicable withholding agent Borrower or the Facility Agent and the Class B Agent as the case may be shall make such deduction or withholding and pay such Indemnified Taxes amount deducted or Other Taxes withheld to the relevant Governmental Authority before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Partythe Borrower) for its own account or (if that liability is imposed on Administrative the Facility Agent or the Class B Agent or such LenderAffected Party, as the case may be) on behalf of and in the name of Administrative the Facility Agent and the Class B Agent or such LenderAffected Party as the case may be; (iii) if such Tax is an Indemnified Tax, the sum payable by the Credit Party Borrower in respect of which the relevant deduction, deduction or withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, deduction or withholding or payment (including and any deduction, withholding or payment applicable to imposed on additional amounts payable under this Section 2.20paragraph), Administrative Agent or such Lender, as the case may be, Affected Party receives on the due date a net sum equal to what it would have received had no such deduction, deduction or withholding or payment been required or made; and (iv) within thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, the Borrower (if Borrower is the withholding agent) shall deliver to Administrative the Facility Agent and the Class B Agent evidence reasonably satisfactory to the other affected parties Affected Parties of such deduction, deduction or withholding or payment and of the remittance thereof to the relevant taxing or other authorityGovernmental Authority.

Withholding of Taxes. If any Credit Party Company or any other applicable withholding agent Person is required by law 58 to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party Company to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Loan Documents: : (ia) Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; ; (iib) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit PartyCompany) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; ; (iiic) the sum payable by the Credit Party Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and and (ivd) within thirty 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty 30 days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (iib) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Withholding of Taxes. If any Credit Party Party, Administrative Agent, or any other applicable Person (acting as a withholding agent agent) is (in such withholding agent’s reasonable good faith discretion) required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower the Company Representative shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower the Companies becomes aware of it; (ii) the applicable Companies, Administrative Agent, or any other Person (acting as a withholding agent agent) shall make pay or cause to be paid any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) unless otherwise provided in this Section 2.18 the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding such Taxes or payment applicable Other Taxes imposed or asserted on or attributable to additional amounts payable under this Section 2.202.18), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which Tax that it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company Representative shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, with respect to any U.S. federal withholding tax, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender; provided that additional amounts shall be payable to a Lender to the extent that such Lender’s assignor was entitled to receive such additional amounts.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank any Fronting Banks for purposes of this Section 2.202.20(b)) under any of the Credit Documents: (i) Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Effective Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect on at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of 45 each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Withholding of Taxes. If any Credit Party the Company or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes Tax (other than a franchise Tax or Other Taxes a Tax on the overall net income of any Lender) from any sum paid or payable by any Credit Party the Company to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower the Company shall notify Administrative Agent the Lenders of any such requirement or any change in any such requirement as soon as Borrower the Company becomes aware of it; (ii) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Partythe Company) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deductionpayment, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or that such Lender, as the case may be, Lender receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent the Lenders satisfactory evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Effective Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Withholding of Taxes. (a) Each Facility Party represents and warrants to the Purchaser that all payments by such Facility Party hereunder and by the Obligors in respect of the Purchased Receivables sold by such Seller will be paid free and clear of and (except to the extent required by Law) without any deduction or withholding on account of any Tax imposed, levied, collected, withheld or assessed by or within the United States of America, any political subdivisions in or of the United States of America, or any foreign country or other jurisdiction, excluding any Tax upon or measured by the net income of the Purchaser. (b) If notwithstanding each Facility Party’s representation and warranty under this Section, any Credit Facility Party or any other applicable withholding agent Obligor is required by law Law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit such Facility Party or such Obligor to any Agent the Purchaser hereunder or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: Purchased Receivable: (i) Borrower such Facility Party shall notify Administrative Agent the Purchaser of any such requirement or any change in any such requirement as soon as Borrower such Facility Party becomes aware of it; ; (ii) such Facility Party shall pay, for itself and on behalf of the applicable withholding agent shall make Obligor, any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Partysuch Facility Party or such Obligor) for its or their own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) Purchaser on behalf of and in the name of Administrative Agent or such Lender; the Purchaser) for the Purchaser’s account; (iii) the sum payable by the Credit such Facility Party for itself or on behalf of any Obligor in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deductionpayment, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as the case may be, Purchaser receives on the due date and retains (free from any liability in respect of any such deduction, withholding or payment) a net sum equal to what it would have received and so retained, had no such deduction, withholding or payment been required or made; and and (iv) within thirty (30) days after paying payment of any sum from which it is required by law to make any deduction deductions or withholding, withholding for the Purchaser’s account and within thirty (30) days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above this Section to pay, Borrower (if Borrower is the withholding agent) such Facility Party shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties Purchaser any original vouchers or receipts, or certified copies of such deduction, vouchers or receipts evidencing payment of such withholding Tax and any other documents or payment and of information relating to such payments received by such Facility Party from a Governmental Authority in the remittance thereof to the relevant taxing or other authoritycountry levying such withholding Taxes.

Withholding of Taxes. If any Credit Party the Borrower or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party the Borrower to any the Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) the Borrower shall notify Administrative Agent of pay any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent shall make such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Partythe Borrower) for its own account or (if that liability is imposed on Administrative the Agent or such Lender, as the case may be) on behalf of and in the name of Administrative the Agent or such Lender; (iiiii) the sum payable by the Credit Party Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deductionpayment, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative the Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iviii) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (iii) above to pay, the Borrower (if Borrower is the withholding agent) shall deliver or cause to Administrative be delivered to the Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (ii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Withholding of Taxes. If Should the Company have any Credit Party withholding obligations with respect to the Performance Shares or the Shares issued in payment thereof, the Company (or the employing Parent or Subsidiary) will withhold a portion of the Shares otherwise issuable in payment for vested Performance Shares that have an aggregate market value sufficient to pay the minimum applicable federal, state and local income, employment and any other applicable withholding agent is taxes required to be withheld by law the Company (or the employing Parent or Subsidiary) with respect to make any deduction the Shares (the “Minimum Withholding Amount”) or withholding require E*TRADE or the applicable broker utilized by the Company to sell on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any the market a portion of the Credit Documents: Shares that have an aggregate market value sufficient to pay the Minimum Withholding Amount (ia “Sell to Cover”). Any Sell to Cover arrangement shall be pursuant to terms specified by the Company from time to time. No fractional Shares will be withheld, sold to cover the Minimum Withholding Amount or issued pursuant to the grant of Performance Shares and the issuance of Shares thereunder; unless determined otherwise by the Company, any additional withholding necessary for this reason will be done by the Company, in its sole discretion, through the Grantee’s paycheck, if any, or through direct payment by the Grantee to the Company in the form of cash, check or other cash equivalent. Instead or in combination with the foregoing withholding methods, the Company (or the employing Parent or Subsidiary) Borrower shall notify Administrative Agent of any such requirement or any change may, in any such requirement as soon as Borrower becomes aware of it; (ii) its discretion, require the Grantee to pay an amount necessary to pay the applicable taxes directly to the Company or the employing Parent or Subsidiary) in the form of cash, check or other cash equivalent, and/or may withhold an amount necessary to pay the applicable taxes from the Grantee’s paycheck, in each case with no or reduced withholding agent shall make such deduction or Sell to Cover of Shares. In the event the withholding and pay such Indemnified Taxes requirements are not satisfied through the withholding of Shares or Other Taxes before the date on which penalties attach theretoSell to Cover (or, such through the Grantee’s paycheck or direct payment, as indicated above), no payment to will be made to the Grantee (if the liability to pay is imposed on any Credit Partyor his or her estate) for its own account or Performance Shares unless and until satisfactory arrangements (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable determined by the Credit Party in Administrator) have been made by the Grantee with respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes income and other taxes which the Company determines must be withheld or Other Taxes which it is required by clause (ii) above collected with respect to paysuch Performance Shares. By accepting this Award, Borrower (if Borrower is the Grantee expressly consents to the withholding agent) shall deliver of Shares and to Administrative Agent evidence reasonably satisfactory any cash or Share withholding or Sell to Covers as provided for in this paragraph 9. All income and other taxes related to the other affected parties of such deduction, withholding or Performance Share award and any Shares delivered in payment and thereof are the sole responsibility of the remittance thereof to the relevant taxing or other authorityGrantee.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) the Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as the Borrower becomes aware of it; (ii) the applicable withholding agent Borrower shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, the Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent and the other affected parties evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, in respect of payments to such Lender.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent shall make such deduction or withholding and pay such Indemnified Taxes or Other Taxes before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.

Withholding of Taxes. If (a) The Grantee shall be liable for any Credit Party and all taxes, including withholding taxes, arising out of this grant or any other applicable withholding agent the vesting of Restricted Shares hereunder. In the event that the Corporation or the Grantee’s employer (the “Employer”) is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any withhold taxes as a result of the Credit Documents: grant or vesting or subsequent sale of Shares hereunder, the Grantee shall at the election of the Corporation, in its sole discretion, either (i) Borrower shall notify Administrative Agent surrender a sufficient number of any whole Shares for which the Restricted Period has expired or other Common Shares owned by the Grantee, having a fair market value, as determined by the Corporation on the last day of the Restricted Period equal to the amount of such requirement taxes, or any change in any such requirement as soon as Borrower becomes aware of it; (ii) make a cash payment, as necessary to cover all applicable required withholding taxes and required social security/insurance contributions at the time the restrictions on the Restricted Shares lapse, unless the Corporation, in its sole discretion, has established alternative procedures for such payment. If the number of shares required to cover all applicable withholding agent taxes and required social security/insurance contributions includes a fractional share, then Grantee shall make deliver cash in lieu of such deduction or withholding and pay such Indemnified Taxes or Other Taxes before fractional share. All matters with respect to the date on which penalties attach thereto, such payment total amount to be made withheld shall be determined by the Corporation in its sole discretion. (if b) Regardless of any action the liability Corporation or the Grantee’s Employer takes with respect to pay is imposed any or all income tax, social security/insurance, payroll tax, payment on any Credit Party) for its own account or other tax-related withholding (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20“Tax-Related Items”), Administrative Agent the Grantee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by him is and remains the Grantee’s responsibility and that the Corporation and or such Lenderthe Employer (i) make no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this grant of Restricted Shares, as including the case may begrant, receives on vesting or release, the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or madesubsequent sale of Shares and receipt of any dividends; and (ivii) within do not commit to structure the terms or any aspect of this grant of Restricted Shares to reduce or eliminate the Grantee’s liability for Tax-Related Items. The Grantee shall pay the Corporation or the Employer any amount of Tax-Related Items that the Corporation or the Employer may be required to withhold as a result of the Grantee’s participation in the Plan or the Grantee’s receipt of Restricted Shares that cannot be satisfied by the means previously described above in Section 7(a). The Corporation may refuse to deliver the Shares related thereto if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items. (c) Grantee will notify the Corporation in writing if he or she files an election pursuant to Section 83(b) of the Code. The Grantee understands that he or she should consult with his or her tax advisor regarding the advisability of filing with the Internal Revenue Service an election under 83(b) of the Code, which must be filed no later than thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment the acquisition of any Indemnified Taxes or Other Taxes which it is required by clause (iithe Shares pursuant to this Agreement, the Grant Date. This time period cannot be extended. The Grantee acknowledges that timely filing of a Section 83(b) above to pay, Borrower (if Borrower election is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityGrantee’s sole responsibility.

Withholding of Taxes. If (i) The Company shall withhold or deduct from any Credit Party or all payments or amounts due to or held for the Participant, whether due from the Company or held in the Participant’s Account or otherwise, an amount (the “Withholding Amount”) equal to all taxes (including social security and medicare, and other governmental charges of any kind as well as income and other taxes) required to be withheld or deducted with respect to any and all taxable income and other amounts attributable to the Restricted Shares (the “Withholding Requirement”). (ii) The Withholding Amount shall be determined by the Company. (iii) The timing of withholding or deduction shall be determined by the Company; provided, however, that, if such taxes are required to be paid to a tax or other governmental authority before such withholding or deduction is made, then the Company shall pay such taxes when due as agent for the Participant and shall be entitled to reimbursement therefor from the Participant, including reimbursement through the direct withholding of payments due to the Participant. (iv) The Corporation may restrict Transfer of any or all vested Restricted Shares until all Withholding Requirements are satisfied. (v) Unless the Participant has made or makes a timely Section 83(b) Election, the Participant authorizes the Corporation, directly or indirectly through one or more brokerage firms or other agents, to: sell, on his or her behalf and for his or her account, from time to time and at any time as the Corporation or such brokerage firm or agent may deem necessary, appropriate, convenient or expedient to satisfy each Withholding Requirement or to reimburse the Company in respect thereof, a sufficient number of Restricted Shares (as determined by the Corporation or such brokerage firm or agent) so that the net proceeds from such sale equal or exceed the applicable withholding agent is required by law Withholding Amount; and use the net proceeds to make satisfy such Withholding Requirement (with any deduction excess net proceeds to be paid to or withholding on deposited in an account of the Participant). (vi) In connection with any Indemnified Taxes sale of Restricted Shares pursuant to this Section 4.3, the Participant agrees that: (A) such sale may be aggregated with sales of restricted stock granted to other participants under the Plan or Other Taxes other plans of the Company; (B) such aggregated sales may be made from time to time in one or more installments at any sum paid time; (C) such aggregated sales may be made over time as the Corporation or payable by such brokerage firm or agent may deem necessary, appropriate, convenient or expedient with a view toward avoidance or minimization of disruption of the market for the Common Stock, administrative convenience, minimization of costs and expenses or other factors; and (D) the net proceeds from such aggregated sales and the sale prices of the shares sold may be allocated among such Restricted Shares and other securities and the Participant and such other participants as the Corporation or such brokerage firm or agent may deem reasonable. (vii) The Participant understands that: (A) different Withholding Requirements may arise at different times based on time of delivery or vesting of Restricted Shares, tax elections or other factors; (B) different Withholding Requirements may be based on different values attributable to the Restricted Shares at such times or otherwise based on applicable tax laws, changes in the financial performance or prospects of the Corporation, changes in market or economic conditions or other factors; (C) it may not be practicable or permissible to sell Restricted Shares to satisfy each Withholding Requirement at the time due because of rules and requirements of such brokerage firm or agent, administrative rules and requirements of the Company, restrictions under xxxxxxx xxxxxxx and other compliance policies and procedures, potential liability for short-swing profits under Section 16(b) of the Exchange Act, applicable securities, tax or other laws, applicable rules of any Credit Party securities exchange or market, or other factors; and (D) as a result, Restricted Shares may be sold at times and values that differ, potentially significantly, from those applicable to such Withholding Requirement and that such differences can result in gains or losses, potentially significant, relative to those values and capital gains and losses for tax purposes in addition to the taxes described in Section 4.3(i). (viii) The Participant hereby appoints each officer and assistant officer of the Corporation to be the Participant’s true and lawful agent, proxy and attorney-in-fact, with full power of substitution and re-substitution (each, an “attorney-in-fact” and, together, the “attorneys-in-fact”), to take, cause to be taken and authorize the taking of any Agent and all actions (including the giving of instructions to sell and the approval of confirmations), to incur, cause to be incurred and authorize the incurrence of any and all costs and expenses (including escrow fees and brokerage commissions), to undertake, cause to be undertaken and authorize the undertaking of any and all obligations and to execute, acknowledge, file, publish and deliver, cause to be executed, acknowledged, filed, published and delivered and authorize the execution, acknowledgement, filing, publication and delivery of any and all agreements, instruments and documents (including stock powers, account agreements and related documents, and wire transfer instructions) which any such attorney-in-fact may deem necessary, appropriate, convenient or expedient to hold and keep safe the Restricted Shares and to sell Restricted Shares, on behalf and for the account of the Participant, to generate net proceeds to satisfy any Lender (which term shall include each Swing Line Lender and Issuing Bank for all Withholding Requirements, to use net proceeds in satisfaction thereof and to otherwise give effect to the intent and purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent shall make such deduction or withholding and pay such Indemnified Taxes or Other Taxes before the date on which penalties attach theretoArticle IV, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and all in the name of Administrative Agent the Participant, any such attorney-in-fact, the Corporation, any Subsidiary and such brokerage firm or agent and all at such Lender; (iii) times, in such manners, in such amounts, on such exchanges or markets, on such terms, through such brokers, dealers and accounts and otherwise as any such attorney-in-fact may determine in his or her sole and absolute discretion, and hereby grants to each attorney-in-fact the sum payable full power and authority to do any and all things necessary, convenient, expedient or appropriate in connection therewith. This power of attorney shall not be affected in any manner by reason of the execution, at any time, of other powers of attorney by the Credit Party Participant in favor of persons other than the attorneys-in-fact named herein and shall not be affected by the subsequent death, Disability or incompetence of the Participant. This power of attorney is irrevocable and coupled with an interest and shall remain in effect until all Withholding Requirements have been fully and unconditionally satisfied. All persons dealing with any of the attorneys-in-fact may assume that this power of attorney has not been revoked and may be relied upon. (ix) The Participant acknowledges and agrees that neither the Company, such brokerage firm or agent nor any of their respective affiliates, control persons, partners, directors, officers, employees, representatives or agents shall have any liability or obligation for any losses, damages, costs or expenses of any kind or under any theory arising out of or in connection with any action taken or omitted to be taken or any delay in taking any action pursuant to or contemplated by this Article IV (including the determination of any Withholding Amount or the time when any Withholding Requirement is required to be satisfied or any sale of or delay in selling or failure to sell or the price, terms or conditions of sale of any or all of the Restricted Shares), including any liability for any claim that the Participant could have made more or lost less in connection therewith or for any capital gain or loss due to the difference in time between the triggering of a Withholding Requirement and the resale of Restricted Shares in respect thereof or for violations of which xxxxxxx xxxxxxx or other laws or for incurrence of liability for short-swing profits under Section 16(b) of the relevant deductionExchange Act, withholding or payment is required shall be increased except to the extent necessary that a court of competent jurisdiction determines by final and nonappealable judgment that any such losses, damages, costs or expenses resulted from actions taken or omitted to ensure that, after the making of that deduction, withholding be taken by them in bad faith or payment (including any deduction, withholding from their gross negligence or payment applicable to additional amounts payable under willful misconduct. References in this Section 2.20)4.3 to “selling” and correlative terms include all activities related thereto, Administrative Agent or such Lenderincluding placement and execution of sell orders, as selection of brokers and dealers, delivery of share certificates, receipt of proceeds and payment of fees and commissions. (x) The provisions hereof regarding sale of Restricted Shares to satisfy Withholding Requirements are also intended to constitute a trading plan within the case may be, receives on meaning of Rule 10b5-1 under Securities Act. (xi) The Participant accepts this Agreement and the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholdingRestricted Shares subject to, and within thirty days after agrees to assume, the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to paylimitations, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory risks and responsibilities inherent with respect to the other affected parties of such deductionRestricted Shares, withholding or payment and of the remittance thereof to the relevant taxing or other authorityincluding those mentioned in this Agreement.

Withholding of Taxes. If If, as determined in the good faith discretion of the Administrative Agent, any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Parent Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Parent Borrower becomes aware of it; (ii) the applicable withholding agent Parent Borrower shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) to the extent the relevant deduction, withholding or payment includes any Indemnified Taxes, the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)for any Indemnified Taxes, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment for any Indemnified Taxes been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Parent Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax (other than a Tax on the overall net income of a Lender) from any sum paid or payable by any Credit Party to any the Administrative Agent or any Lender (which term shall include each the Issuing Bank and the Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) the Borrower shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as the Borrower becomes aware of it; (ii) the applicable withholding agent Borrower shall make pay or cause to be paid any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deductionpayment, withholding or payment applicable to additional amounts payable under this Section 2.20), the Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, the Borrower (if Borrower is the withholding agent) shall deliver to the Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender (other than a Lender that becomes a Lender pursuant to Section 2.23) with respect to United States federal withholding tax under clause (iii) above except to the extent that any change after the Applicable Date in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in the imposition of, or an increase in, such deduction, withholding or payment from that in effect at the Applicable Date in respect of payments to such Lender; provided that additional amounts shall be payable to a Lender to the extent such Lender’s assignor was entitled to receive such additional amounts. Without limiting the provisions above, the Borrower shall timely pay any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Credit Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Credit Document to the relevant Governmental Authority in accordance with applicable law.

Withholding of Taxes. If (a) The Grantee shall be liable for any Credit Party and all taxes, including withholding taxes, arising out of this grant or any other applicable withholding agent the vesting of Performance-Based Restricted Shares hereunder. In the event that the Corporation or the Grantee’s employer (the “Employer”) is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any withhold taxes as a result of the Credit Documents: grant or vesting or subsequent sale of Shares hereunder, the Grantee shall at the election of the Corporation, in its sole discretion, either (i) Borrower shall notify Administrative Agent surrender a sufficient number of any whole Shares for which the Restricted Period has expired or other Common Shares owned by the Grantee, having a fair market value, as determined by the Corporation on the last day of the Restricted Period equal to the amount of such requirement taxes, or any change in any such requirement as soon as Borrower becomes aware of it; (ii) make a cash payment, as necessary to cover all applicable required withholding taxes and required social security/insurance contributions at the time the restrictions on the Performance-Based Restricted Shares lapse, unless the Corporation, in its sole discretion, has established alternative procedures for such payment. If the number of shares required to cover all applicable withholding agent taxes and required social security/insurance contributions includes a fractional share, then Grantee shall make deliver cash in lieu of such deduction or withholding and pay such Indemnified Taxes or Other Taxes before fractional share. All matters with respect to the date on which penalties attach thereto, such payment total amount to be made withheld shall be determined by the Corporation in its sole discretion. (if b) Regardless of any action the liability Corporation or the Grantee’s Employer takes with respect to pay is imposed any or all income tax, social security/insurance, payroll tax, payment on any Credit Party) for its own account or other tax-related withholding (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20“Tax-Related Items”), Administrative Agent the Grantee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by him or such Lenderher is and remains the Grantee’s responsibility and that the Corporation and or the Employer (i) make no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this grant of Performance-Based Restricted Shares, as including the case may begrant, receives on vesting or release, the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or madesubsequent sale of Shares and receipt of any dividends; and (ivii) within do not commit to structure the terms or any aspect of this grant of Performance-Based Restricted Shares to reduce or eliminate the Grantee’s liability for Tax-Related Items. The Grantee shall pay the Corporation or the Employer any amount of Tax-Related Items that the Corporation or the Employer may be required to withhold as a result of the Grantee’s participation in the Plan or the Grantee’s receipt of Performance-Based Restricted Shares that cannot be satisfied by the means previously described above in Section 14(a). The Corporation may refuse to deliver the Shares related thereto if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items. (c) Grantee will notify the Corporation in writing if he or she files an election pursuant to Section 83(b) of the Code. The Grantee understands that he or she should consult with his or her tax advisor regarding the advisability of filing with the Internal Revenue Service an election under 83(b) of the Code, which must be filed no later than thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment the acquisition of any Indemnified Taxes or Other Taxes which it is required by clause (iithe Shares pursuant to this Agreement, the Grant Date. This time period cannot be extended. The Grantee acknowledges that timely filing of a Section 83(b) above to pay, Borrower (if Borrower election is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityGrantee’s sole responsibility.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent shall make such deduction or withholding and pay such Indemnified Taxes or Other Taxes before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is CG&R Draft Last Saved: 12/21/201201/23/2013 11:03 am 8950852v42:57 pm 8597568v15 required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.

Withholding of Taxes. If any Credit Party the Borrower or any other applicable withholding agent Person is required by law Applicable Law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit the Borrower to an Affected Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) the Borrower shall notify Administrative the Facility Agent and the Class B Agent of any such requirement or any change in any such requirement as soon as the Borrower becomes aware of it; (ii) the applicable withholding agent Borrower or the Facility Agent and the Class B Agent as the case may be shall make such deduction or withholding and pay such Indemnified Taxes amount deducted or Other Taxes withheld to the relevant Governmental Authority before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Partythe Borrower) for its own account or (if that liability is imposed on Administrative the Facility Agent or the Class B Agent or such LenderAffected Party, as the case may be) on behalf of and in the name of Administrative the Facility Agent and the Class B Agent or such LenderAffected Party as the case may be; (iii) if such Tax is an Indemnified Tax, the sum payable by the Credit Party Borrower in respect of which the relevant deduction, deduction or withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, deduction or withholding or payment (including and any deduction, withholding or payment applicable to imposed on additional amounts payable under this Section 2.20paragraph), Administrative Agent or such Lender, as the case may be, Affected Party receives on the due date a net sum equal to what it would have received had no such deduction, deduction or withholding or payment been required or made; and (iv) within thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, the Borrower (if Borrower is the withholding agent) shall deliver to Administrative the Facility Agent evidence reasonably satisfactory to and the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.Class B Agent

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.202.20(b)) under any of the Credit Documents: (i) Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net CREDIT AND GUARANTY AGREEMENT 434546.21-New York Server 3A - MSW sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Withholding of Taxes. If any Credit Note Party or any other applicable withholding agent the Agent is required by law to make any deduction or withholding for or on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Note Documents: (i) Borrower the Issuer shall notify Administrative the Agent of any such requirement or any change in any such requirement as soon as Borrower the Issuer becomes aware of it; (ii) the applicable withholding agent Issuer or the Agent shall be entitled to make such deduction or withholding and shall pay (or cause to be paid) any such Indemnified Taxes or Other Taxes Tax to the relevant Governmental Authority before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) if such Tax is an Indemnified Tax, the sum payable by the Credit such Note Party in respect of which the relevant deduction, deduction or withholding or payment is required shall be increased to the extent necessary to ensure thatthat after any such deduction or withholding of Indemnified Tax, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such LenderHolder (or Purchaser in the case of Global Notes), as the case may be, and each of their Tax Related Persons receives on the due date a net sum equal to what it would have received had no such deduction, deduction or withholding or payment been required or maderequired; and (iv) within thirty (30) days after paying making any sum from which it is required by law to make any such deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Issuer shall deliver to Administrative the Agent evidence reasonably satisfactory to the other affected parties of such deduction, deduction or withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Holder or the Agent under clause (iii) above for, (A) in the case of a Holder, any U.S. federal withholding Tax in effect and applicable (1) as of the date hereof (in the case of each Holder listed on the signature pages hereof on the Closing Date) or, in the case of a Tax Related Person, the date the Tax Related Person becomes a beneficiary of any Equity Interests in the applicable Holder, (2) on the effective date of the Assignment Agreement pursuant to which such Holder became a Holder (in the case of each other Holder), or (3) on the date the Holder changes its Applicable Office, except in each case to the extent that, pursuant to this Section 2.14, amounts with respect to such U.S. federal withholding Taxes were payable to such Holder’s assignor (including each of their Tax Related Persons) immediately before such Holder becomes a party hereto or such Holder immediately before such Holder changed its Applicable Office, (B) any Tax on the Overall Net Income of the Holder or its Tax Related Persons, (C) any U.S. federal withholding Tax imposed under FATCA or (D) any Tax attributable to the Holder’s or the Agent’s failure to comply with Section 2.14(e) (all such amounts described in (A), (B), (C) and (D), “Excluded Taxes”).

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax (other than a Tax on the overall net income) from any sum paid or payable by any Credit Party to any the Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) the Borrower shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as reasonably possible after the Borrower becomes aware of it; (ii) the applicable withholding agent Credit Parties shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deductionpayment, withholding or payment applicable to additional amounts payable under this Section 2.20), the Administrative Agent or such Lender, as the case may be, receives on the relevant due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholdingwithholding has been made, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) applicable Credit Party shall deliver to the Administrative Agent evidence reasonably satisfactory to the other affected parties Administrative Agent of such deduction, withholding or payment and of the remittance thereof to the relevant taxing tax or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above that are (a) a Tax on the overall net income of such Lender, (b) United States federal withholding taxes imposed on amounts payable to such Lender under the Loans at the time such Lender becomes a party to this Agreement (or designates a new lending office) except to the extent that such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Credit Parties with respect to Taxes pursuant to this Section 2.20, (c) attributable to such Lender’s failure to comply with Section 2.20(d) or (d) imposed under FATCA.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any applicable tax law (including, without limitation, applicable judicial decisions, statutes, regulations and other administrative interpretations) shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, in respect of payments to such Lender.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.202.20(b)) under any of the Credit Documents: (i) Borrower the Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower the Company becomes aware of it; (ii) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deductionpayment, withholding or payment applicable to additional amounts payable under this Section 2.20), CREDIT AND GUARANTY AGREEMENT EXECUTION Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Committee) will have been made by Grantee with respect to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Performance Units, Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Grantee’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Xxxxxxx authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Grantee from his or her wages or other cash compensation paid to Grantee by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Grantee to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to require that any tax withholding obligations be satisfied by Shares being sold on Xxxxxxx’s behalf pursuant to such procedures as the Company may specify from time to time (it being understood that the Shares to be sold must have vested pursuant to the terms of this Award Agreement and the Plan) and, until determined otherwise by the Company, this will be the method by which such tax withholding obligations are satisfied. The proceeds from such sale will be used to satisfy Grantee’s tax withholding obligation (and any associated broker or other fees) arising with respect to Grantee’s Performance Units. Only whole Shares will be sold to satisfy any tax withholding obligations. Any proceeds from the sale of Shares in excess of the tax withholding obligations (and any associated broker or other fees) will be paid to Grantee in accordance with procedures the Company may specify from time to time. If any Credit Party or any other applicable withholding agent is required by law Grantee fails to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank satisfactory arrangements for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent shall make such deduction or withholding and pay such Indemnified Taxes or Other Taxes before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes required tax withholding obligations hereunder at the time any applicable Performance Units otherwise are scheduled to vest pursuant to Sections 3 or Other Taxes which it is required by clause (ii) above to pay, Borrower (if Borrower is the 4 or tax withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory obligations related to the other affected parties of Performance Units otherwise are due, Grantee will permanently forfeit such deduction, withholding or payment Performance Units and of any right to receive Shares thereunder and the remittance thereof Performance Units will be returned to the relevant taxing or other authorityCompany at no cost to the Company.

Withholding of Taxes. If any Credit Party Borrower or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party Borrower to any the Facility Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Transaction Documents: (i) Borrower shall notify Administrative the Facility Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) the applicable withholding agent Borrower shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit PartyBorrower) for its own account or (if that liability is imposed on Administrative the Facility Agent or such Lender, as the case may be) on behalf of and in the name of Administrative the Facility Agent or such Lender; (iii) (unless Borrower shall have paid such Tax pursuant to the prior clause (ii)) the sum payable by the Credit Party Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deductionpayment, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative the Facility Agent or such Lender, as the case may be, receives on the due date with respect thereto a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) shall deliver to Administrative the Facility Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax (other than an Excluded Tax) from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Administrative Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as any Borrower becomes become aware of it; (ii) the applicable withholding agent Borrowers shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment payment, is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)of all Taxes, Administrative Agent or such Lender, as the case may be, and each of their Tax Related Persons receives on the due date and retains a net sum equal to what it would have received and retained had no such deduction, withholding or payment been required or made; and (iv) within thirty (30) days after paying making any sum from which it is required by law to make any such deduction or withholding, and within thirty (30) days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Administrative Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or and payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change in law, treaty or governmental rule, regulation or order after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement in respect of payments to such Lender.

Withholding of Taxes. If any Credit Party Company or any other applicable withholding agent Person is required -------------------- by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party Company to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable withholding agent ii Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) ii the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) iv within thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement or Joinder Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement or Joinder Agreement, as the case may be, in respect of payments to such Lender.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes Tax from any sum paid or payable by any Credit Party to any Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower shall notify Administrative DIP Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) Credit Parties shall pay any such Tax to the applicable withholding agent shall make such deduction or withholding and pay such Indemnified Taxes or Other Taxes relevant Governmental Authority before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) if such tax is an Indemnified Tax, the sum payable by the such Credit Party in respect of which the relevant deduction, deduction or withholding or payment is required shall be increased to the extent necessary to ensure thatthat after any such deduction or withholding, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20), Administrative DIP Agent or such DIP Lender, as the case may be, and each of their Tax Related Persons receives on the due date a net sum equal to what it would have received had no such deduction, deduction or withholding or payment been required or maderequired; and (iv) within thirty (30) days after paying making any sum from which it is required by law to make any such deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes which it is required by clause (ii) above to pay, withholding Borrower (if Borrower is the withholding agent) shall deliver to Administrative DIP Agent evidence reasonably satisfactory to the other affected parties of such deduction, deduction or withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, that no such additional amount shall be required to be paid to any DIP Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each DIP Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such DIP Lender became a DIP Lender (in the case of each other DIP Lender) in any such requirement for a deduction or withholding shall result in an increase in the rate of such deduction or withholding from that in effect at the date hereof or at the date of such Assignment Agreement in respect of payments to such DIP Lender.

Withholding of Taxes. If any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Borrower Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower Company becomes aware of it; (ii) the applicable withholding agent Company shall make pay any such deduction or withholding and pay such Indemnified Taxes or Other Taxes Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deduction, withholding or payment applicable to additional amounts payable under this Section 2.20)payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes Tax which it is required by clause (ii) above to pay, Borrower (if Borrower is the withholding agent) Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender. SECOND LIEN CREDIT AGREEMENT EXECUTION 39

Withholding of Taxes. If Parent Borrower shall notify Administrative Agent of any requirement by law to make any deduction or withholding from any sum payable by any Credit Party hereunder or under any other Credit Document on account of any Tax as soon as Parent Borrower becomes aware of such requirement. If, as determined in the good faith discretion of Administrative Agent, any Credit Party or any other applicable withholding agent Person is required by law to make any deduction or withholding on account of any Indemnified Taxes or Other Taxes such Tax from any sum paid or payable by any Credit Party to any Administrative Agent or any Lender (which term shall include each Swing Line Lender and Issuing Bank for purposes of this Section 2.20) under any of the Credit Documents: (i) Parent Borrower shall notify Administrative Agent of any such requirement timely pay the full amount deducted or any change withheld to the relevant Governmental Authority in any such requirement as soon as Borrower becomes aware of itaccordance with applicable law; (ii) to the applicable withholding agent shall make such extent the relevant deduction or withholding and pay such includes any Indemnified Taxes or Other Taxes before the date on which penalties attach theretoTaxes, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by the such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, any deduction or withholding or payment for any Indemnified Taxes (including any deduction, withholding or payment such deductions and withholdings applicable to additional amounts sums payable under this Section 2.202.15), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, deduction or withholding or payment for any Indemnified Taxes been required or made; and (iviii) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Indemnified Taxes or Other Taxes -39- Tax which it is required by clause (iii) above to pay, Parent Borrower (if Borrower is the withholding agent) shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityGovernmental Authority.