Common use of Withholding of Taxes Clause in Contracts

Withholding of Taxes. If Company or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company to an Affected Party under any of the Credit Documents: (i) Company shall notify Paying Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (ii) Company or the Paying Agent shall make such deduction or withholding and pay any such 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 Company) for its own account or (if that liability is imposed on Paying Agent or such Affected Party, as the case may be) on behalf of and in the name of Paying Agent or such Affected Party; (iii) if such Tax is an Indemnified Tax, the sum payable by 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 (and any withholdings imposed on additional amounts payable under this paragraph), such 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 Tax which it is required by clause (ii) above to pay, Company shall deliver to Paying Agent evidence 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 Company the Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company any Credit Party in respect of interest paid or payable by any Credit Party to an Affected Party the Administrative Agent or any Lender under any of the Credit Documents: (i) Company such Credit Party shall notify Paying the Administrative Agent as soon as practicable of any such requirement or any change in any such requirement as soon as Company such Credit Party becomes aware of it; (ii) Company or the Paying Agent such Credit Party shall make such deduction or withholding and pay any such 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 Companyany Person) for its own account or (if that liability is imposed on Paying the Administrative Agent or such Affected PartyLender, as the case may be) on behalf of and in the name of Paying the Administrative Agent or such Affected PartyLender; (iii) if such Tax is an Indemnified Tax, the sum payable by Company 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 (and any withholdings imposed on additional amounts payable under this paragraph)payment, the Administrative Agent or such Affected Party 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 (or as soon as practicable thereafter) after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days (or as soon as practicable thereafter) after the due date of payment of any Tax which it is required by clause (ii) above to pay, Company such Credit Party shall use commercially reasonable efforts to deliver to Paying the Administrative Agent evidence 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.

Withholding of Taxes. If Company or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company to an Affected Party under any of the Credit Documents: (i) Company shall notify Paying Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (ii) Company or the Paying Agent shall make such deduction or withholding and pay any such 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 Company) for its own account or (if that liability is imposed on Paying Agent or such Affected Party, as the case may be) on behalf of and in the name of Paying Agent or such Affected Party; (iii) if such Tax is an Indemnified Tax, the sum payable by 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 (and any withholdings imposed on additional amounts payable under this paragraph), such 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 Tax which it is required by clause (ii) above to pay, Company shall deliver to Paying 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 Company or any other Person is required by applicable law to make any requires deduction or withholding on account of any such Tax from any sum paid or payable by Company to an Affected Party any Withholding Agent under any of the Credit Documents: (i) Company such Withholding Agent shall notify Paying Agent the applicable Recipient of any such requirement or any change in any such requirement as soon as Company becomes promptly upon becoming aware of it; (ii) Company or the Paying such Withholding Agent shall make such deduction or withholding and pay any such 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 Companyany Credit Party) for its own account or (if that liability is imposed on Paying Administrative Agent or such Affected PartyLender, as the case may be) on behalf of and in the name of Paying Administrative Agent or such Affected PartyLender; (iii) if such Tax is an Indemnified Tax, the sum payable by Company 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 (and any withholdings imposed on additional amounts payable under this paragraph)payment, Administrative Agent or such Affected Party 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 Tax which it is required by clause (ii) above to pay, Company such Withholding Agent shall deliver to Paying 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.

Withholding of Taxes. If Company any Loan Party or any other Person is required by law to make any deduction or withholding for or on account of any such Indemnified Tax from any sum paid or payable by Company or on behalf of any Loan Party to an Affected Party the Administrative Agent or any Lender (which term shall include the Issuing Bank for purposes of this Section 2.20(b)) under any of the Credit Loan Documents: (i) Company the applicable Loan Party shall notify Paying the Administrative Agent in writing of any such requirement or any change in any such requirement as soon as Company the applicable Loan Party becomes aware of it; (ii) Company or the Paying Agent applicable Borrower shall make such deduction or withholding and pay any such Indemnified 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 Companyany Loan Party) for its own account or (if that liability is imposed on Paying the Administrative Agent or such Affected Party, as the case may beLender) on behalf of and in the name of Paying the Administrative Agent or such Affected PartyLender, as the case may be; (iii) if such Tax is an Indemnified Tax, the sum payable by Company 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 (and any withholdings imposed on additional amounts payable under this paragraph)payment, the Administrative Agent or such Affected Party 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 (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 Tax which it is required by clause (ii) above to pay, Company the applicable Loan Party shall deliver to Paying the Administrative Agent evidence satisfactory to the Administrative Agent and other Affected Parties affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.

Withholding of Taxes. If Company any Credit Party or any other 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 such Tax from any sum paid or payable by Company any Credit Party to an Affected Party the Administrative Agent or any Lender under any of the Credit Documents: (i) Company the applicable withholding agent shall notify Paying the Administrative Agent, and the Administrative Agent shall notify such Lender, of any such requirement or any change in any such requirement as soon as Company the Borrower becomes aware of it; (ii) Company or the Paying Agent applicable withholding agent shall be entitled to make such deduction or withholding and pay any such Tax shall timely pay, or cause to be timely paid, the full amount deducted or 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 Company) for its own account or (if that liability is imposed on Paying Agent or such Affected Party, as the case may be) on behalf of and in the name of Paying Agent or such Affected Partyaccordance with applicable law; (iii) if such Tax is an Indemnified Tax, then the sum payable by Company 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 (and any including such deductions or withholdings imposed on applicable to additional amounts payable under this paragraph), Section 2.17 such Affected Party Lender receives on the due date a net sum an amount equal to what the sum 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 Tax which it is required by clause (ii) above pursuant to paythis Section 2.17(b), Company the Borrower shall deliver to Paying 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 affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityGovernmental Authority.

Withholding of Taxes. All sums payable by any Loan Party hereunder and under the other Loan Documents shall (except to the extent required by applicable law) be paid free and clear of, and without any deduction or withholding on account of, any Tax. If Company any Loan Party or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company any Loan Party to an Affected Party Administrative Agent or any Lender under any of the Credit Loan Documents: (i1) Company shall notify Paying Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (ii2) Company or the Paying Agent applicable Loan Party shall make such deduction or withholding and pay any such 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 Companyany Loan Party) for its own account or (if that liability is imposed on Paying Administrative Agent or such Affected PartyLender, as the case may be) on behalf of and in the name of Paying Administrative Agent or such Affected PartyLender; (iii3) if such Tax is an Indemnified Tax, then the sum payable by Company in respect of which the relevant deduction, withholding or payment is required such Loan Party shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (and including any such deductions, withholdings imposed on or payments applicable to additional amounts sums payable under this paragraphSection 2.15), Administrative Agent or such Affected Party 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 (30) 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 (30) days after the due date of payment of any Tax which it is required by clause (ii) above to pay, Company shall deliver to Paying Administrative Agent evidence 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 Company any Credit Party or any other 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 such Tax from any sum paid or payable by Company any Credit Party to an Affected Party the Administrative Agent or any Lender under any of the Credit Documents: (i) Company the applicable withholding agent shall notify Paying the Administrative Agent, and the Administrative Agent shall notify such Lender, of any such requirement or any change in any such requirement as soon as Company the Borrower becomes aware of it; (ii) Company or the Paying Agent applicable withholding agent shall be entitled to make such deduction or withholding and pay any such Tax shall timely pay, or cause to be timely paid, the full amount deducted or 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 Company) for its own account or (if that liability is imposed on Paying Agent or such Affected Party, as the case may be) on behalf of and in the name of Paying Agent or such Affected Partyaccordance with applicable law; (iii) if such Tax is an Indemnified Tax, then the sum payable by Company 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 (and any including such deductions or withholdings imposed on applicable to additional amounts payable under this paragraphSection 2.17), the Administrative Agent or such Affected Party 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 Tax which it is required by clause (ii) above to pay, Company the Borrower shall deliver to Paying the 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 authorityGovernmental Authority.

Withholding of Taxes. If Company any Credit Party or any other 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 such Tax from any sum paid or payable by Company any Credit Party to an Affected Party the Administrative Agent or any Lender under any of the Credit Transaction Documents: (i1) Company the Borrower shall notify Paying the Administrative Agent of any such requirement or any change in any such requirement as soon as Company the Borrower becomes aware of it; (ii2) Company the Borrower shall pay, or the Paying Agent shall make such deduction or withholding and pay cause to be paid, any such 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 Companyany Credit Party) for its own account or (if that liability is imposed on Paying the Administrative Agent or such Affected PartyLender, as the case may be) on behalf of and in the name of Paying the Administrative Agent or such Affected PartyLender; (iii3) if such Tax unless the withholding or deduction is on account of an Indemnified Excluded Tax, the sum payable by Company 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 (and including any withholdings such Taxes or Other Taxes, other than Excluded Taxes imposed or asserted on additional or attributable to amounts payable under this paragraphSection 2.15(b)), the Administrative Agent or such Affected Party 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 (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 Tax which it is required by clause (ii2) above to pay, Company the Borrower shall deliver to Paying the Administrative Agent evidence satisfactory to the other Affected Parties affected parties of such deduction and reasonably available to the party required to make such withholding or deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.

Withholding of Taxes. If Company any 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 any other Person beneficiaries) is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company any Credit Party to an Affected Party Administrative Agent or any Lender under any of the Credit Financing Documents: (i) Company the applicable Withholding Agent shall notify Paying Agent of any be entitled to make such requirement deduction or any change in any such requirement as soon as Company becomes aware of itwithholding; (ii) Company or the Paying applicable Withholding Agent shall make such deduction pay, or withholding and pay cause to be paid, any such Tax to the relevant appropriate Governmental Authority before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Paying Agent or such Affected Party, as the case may be) on behalf of and in the name of Paying Agent or such Affected Party; (iii) if such Tax the tax is an Indemnified TaxTax and unless otherwise provided in this Section 2.19, the sum payable by Company 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 such deductions and any withholdings imposed on applicable to additional amounts sums payable under this paragraphSection 2.19(b)), such Affected Party each relevant 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 (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 Tax which it is required by clause (ii) above to pay, Company the applicable Credit Party shall (if any Credit Party is responsible for the deduction, withholding or payment) deliver to Paying Administrative Agent evidence 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 Company any 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 any other Person beneficiaries) is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company any Loan Party to an Affected Party the Administrative Agent or any Lender under any of the Credit Financing Documents: (i) Company the applicable Withholding Agent shall notify Paying Agent of any be entitled to make such requirement deduction or any change in any such requirement as soon as Company becomes aware of itwithholding; (ii) Company or the Paying applicable Withholding Agent shall make such deduction pay, or withholding and pay cause to be paid, any such Tax to the relevant appropriate Governmental Authority before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Paying Agent or such Affected Party, as the case may be) on behalf of and in the name of Paying Agent or such Affected Party; (iii) if such Tax the tax is an Indemnified TaxTax and unless otherwise provided in this Section 2.18 (Taxes; Withholding, Etc.), the sum payable by Company 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 the deduction, withholding or payment for Indemnified Taxes (including such deductions and any withholdings imposed on applicable to additional amounts sums payable under this paragraphSection 2.18(b) (Withholding of Taxes)), such Affected Party the 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 (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 Tax which it is required by clause (ii) above to pay, Company the applicable Loan Party shall (if any Loan Party is responsible for the deduction, withholding or payment) deliver to Paying the 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 Company any Credit Party, other applicable withholding agent or any other Person 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 such Tax from any sum paid or payable by Company to an Affected any Credit Party under any of the Credit DocumentsDocuments to or for the benefit of the Administrative Agent or any Lender or L/C Issuer: (i) Company the applicable Borrower shall notify Paying Administrative Agent of any such requirement or any change in any such requirement as soon as Company it becomes aware of it; (ii) Company the applicable Credit Party shall pay, or the Paying Agent shall make such deduction or withholding and pay cause to be paid, any such 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 Company) for its own account or (if that liability is imposed on Paying Agent or such Affected Party, as the case may be) on behalf of and in the name of Paying Agent or such Affected any Credit Party; (iii) if such the Tax is an Indemnified Tax or Other Tax, the sum payable by Company 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 or Other Taxes (and including any withholdings imposed on deduction, withholding or payment applicable to additional amounts sums payable under this paragraphSection 2.17), such Affected Party the Administrative Agent or the applicable Lender or L/C Issuer, 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 Indemnified Taxes or Other Taxes 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 as soon as practicable after the due date of payment of any Tax which it is required by clause (ii) above to pay, Company the applicable Credit Party shall deliver to Paying 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 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 Company or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company to an Affected Party under any of the Credit Documents: (i) Company shall notify Paying Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (ii) Company or the Paying Agent shall make such deduction or withholding and pay any such 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 Company) for its own account or (if that liability is imposed on Paying Agent or such Affected Party, as the case may be) on behalf of and in the name of Paying Agent or such Affected Party; (iii) if such Tax is an Indemnified Tax, the sum payable by 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 (and any withholdings imposed on additional amounts payable under this paragraph), such 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 Tax which it is required by clause (ii) above to pay, Company shall deliver to Paying Agent evidence satisfactory to the other 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 or informational reports.

Withholding of Taxes. If Company or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company to an Affected Party under any of the Credit Documents: (i) Company shall notify Paying Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (ii) Company or the Paying Agent shall make such deduction or withholding and pay any such 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 Company) for its own account or (if that liability is imposed on Paying Agent or such Affected Party, as the case may be) on behalf of and in the name of Paying Agent or such Affected Party; (iii) if such Tax is an Indemnified Tax, the sum payable by 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 (and any withholdings imposed on additional amounts payable under this paragraph), such 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 Tax which it is required by clause (ii) above to pay, Company shall deliver to Paying Agent evidence satisfactory to the other 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 or informational reports.

Withholding of Taxes. If Company any Loan Party, the Administrative Agent or any other Person is required by law (as determined in the good faith discretion of the applicable withholding agent) to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company any Loan Party to an Affected Party the Administrative Agent or any Lender under any of the Credit Loan Documents: (i) Company if a Loan Party is the applicable withholding agent, the applicable Loan Party shall notify Paying Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (ii) Company or the Paying Agent shall make such deduction or withholding and pay any such 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 Company) for its own account or (if that liability is imposed on Paying Agent or such Affected Party, as the case may be) on behalf of and in the name of Paying Agent or such Affected Partyaccordance with applicable law; (iiiii) if such Tax is an Indemnified Tax or Other Tax, the sum payable by Company 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 (and including, in respect of any withholdings imposed on additional amounts payable under this paragraphSection 2.18), such Affected Party Lender (or in a case where the Administrative Agent receives on the due date payments for its own account, the Administrative Agent) receives 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 (30) days after paying any Loan Party has paid any sum from which it any Loan Party is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Tax which it any Loan Party is required by clause (iii) above to pay, Company the Borrower shall deliver to Paying the Administrative Agent evidence 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.

Withholding of Taxes. If Company any Credit Party or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company any Credit Party to an Affected Party Administrative Agent or any Lender under any of the Credit Documents: (i) Company Borrower shall notify Paying Administrative Agent of any such requirement or any change in any such requirement as soon as Company Borrower becomes aware of it; (ii) Company or the Paying Agent Borrower shall make such deduction or withholding and pay any such 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 Companyany Credit Party) for its own account or (if that liability is imposed on Paying Administrative Agent or such Affected PartyLender, as the case may be) on behalf of and in the name of Paying Administrative Agent or such Affected PartyLender; (iii) if such Tax is an Indemnified Tax, the sum payable by Company 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 (and any withholdings imposed on additional amounts payable under this paragraph)payment, Administrative Agent or such Affected Party 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 Tax which it is required by clause (ii) above to pay, Company Borrower shall deliver to Paying Administrative Agent evidence 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.;

Withholding of Taxes. If Company the Administrative Agent or any other Person another withholding agent is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company any Credit Party to an Affected Party the Administrative Agent or any Lender (which term shall include each Issuing Bank and the Swing Line Lender for purposes of this Section 2.19(b)) under any of the Credit Documents: (i) Company shall notify Paying Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (ii) Company or , the Paying Agent applicable withholding agent shall make such deduction deductions or withholding and shall timely pay any such Tax the full amount deducted and withheld to the relevant Governmental Authority before the date on which penalties attach thereto, such payment to be made in accordance with applicable law: (if the liability to pay is imposed on Companyi) for its own account or (if that liability is imposed on Paying Agent or such Affected Party, as the case may be) on behalf of and in the name of Paying Agent or such Affected Party; (iii) if such Tax is an Indemnified Tax, the sum payable by Company the applicable Credit Party in respect of which the relevant deduction, a deduction or withholding or payment of Tax (other than Excluded Tax) is required by the Administrative Agent or another withholding agent shall be increased to the extent necessary to ensure that, after the making of that deduction, any deduction or withholding or payment of Taxes (and any withholdings imposed on additional amounts payable under this paragraphother than Excluded Taxes), such Affected Party the applicable Lender receives on the due date a net sum equal to what it would have received had no such deduction, deduction or withholding for Tax (other than Excluded Taxes) by the Administrative Agent or payment another withholding agent been required or made; and and (ivii) to the extent a payment of Taxes (other than Excluded Taxes) is made by the Borrower, within thirty (30) 30 days after paying to the applicable Governmental Authority any sum from amount of Taxes (other than Excluded Taxes) which it is was required by law to make any deduction deduct or withholdingwithhold, and within thirty (30) days after the due date of payment of any Tax which it is required by clause (ii) above to pay, Company Borrower shall deliver to Paying the Administrative Agent certified copies of Tax receipts (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 authorityAdministrative Agent).

Withholding of Taxes. If Company any Credit Party or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company any Credit Party to an Affected Party Administrative Agent or any Lender under any of the Credit Documents: (i) Company Borrower shall notify Paying Administrative Agent of any such requirement or any change in any such requirement as soon as Company Borrower becomes aware of it; (ii) Company or the Paying Agent Borrower shall make such deduction or withholding and pay any such 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 Companyany Credit Party) for its own account or (if that liability is imposed on Paying Administrative Agent or such Affected PartyLender, as the case may be) on behalf of and in the name of Paying Administrative Agent or such Affected PartyLender; (iii) if such Tax is an Indemnified Tax, the sum payable by Company 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 (and including any withholdings imposed on additional amounts payable under this paragraphdeduction, withholding or payment in respect of such increase in the sum payable), Administrative Agent or such Affected Party 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 Tax which it is required by clause (ii) above to pay, Company Borrower shall deliver to Paying Administrative Agent evidence 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.

Withholding of Taxes. If Company any Credit Party or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company any Credit Party to an Affected Party Agent or any Lender under any of the Credit Documents: (i) Company the Borrower shall notify Paying Agent of any such requirement or any change in any such requirement as soon as Company the Borrower becomes aware of it; , (ii) Company or the Paying Agent Borrower shall make such deduction or withholding and pay any such 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 Companyany Credit Party) for its own account or (if that liability is imposed on Paying Agent or such Affected PartyLender, as the case may be) on behalf of and in the name of Paying Agent or such Affected Party; Lender, (iii) if such Tax is an Indemnified Tax, the sum payable by Company 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 (and any withholdings imposed on additional amounts payable under this paragraph)payment, Agent or such Affected Party 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) 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) 30 days after the due date of payment of any Tax which it is required by clause (ii) above to pay, Company Borrower shall deliver to Paying Agent evidence 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.

Withholding of Taxes. If Company any Loan Party, the Administrative Agent or any other Person is required by applicable law (as determined in the good faith discretion of the applicable withholding agent) to make any deduction or withholding on account of any such Tax from in respect of any sum paid or payable by Company any Loan Party to an Affected Party the Administrative Agent or any Lender under any of the Credit Loan Documents: (i) Company if a Loan Party is the applicable withholding agent, the applicable Loan Party shall notify Paying Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (ii) Company or the Paying Agent shall make such deduction or withholding and pay any such 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 Company) for its own account or (if that liability is imposed on Paying Agent or such Affected Party, as the case may be) on behalf of and in the name of Paying Agent or such Affected Partyaccordance with applicable law; (iiiii) if such Tax is an Indemnified Tax or Other Tax, the sum payable by Company 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 has been made (and including, in respect of any withholdings imposed on additional amounts payable under this paragraphSection 2.18), each of the Administrative Agent or such Affected Party 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 (30) days after paying any Loan Party has paid any sum from which it any Loan Party is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Tax which it any Loan Party is required by clause (iii) above to pay, Company the Borrower shall deliver to Paying the Administrative Agent evidence 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.

Withholding of Taxes. If Company any Credit Party or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company to an Affected Party under any of the Credit Documents: (i) Company the Borrower Representative shall notify Paying Administrative Agent of any such requirement or any change in any such requirement as soon as Company Holdings or any of its Subsidiaries becomes aware of it; (ii) Company or the Paying Agent Borrowers shall make such deduction or withholding and pay any such 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 Companyany Credit Party) for its own account or (if that liability is imposed on Paying Administrative Agent or such Affected PartyLender, as the case may be) on behalf of and in the name of Paying Administrative Agent or such Affected PartyLender; (iii) if such Tax is an Indemnified Tax, the sum payable by Company such Credit Party in respect of which the relevant deduction, withholding or payment payment, is required shall be immediately increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment of all Taxes (and any withholdings imposed other than a Tax on additional amounts payable under this paragraphoverall net income), Administrative Agent or such Affected Party 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 Tax which it is required by clause (ii) above to pay, Company the Borrower Representative shall deliver to Paying Administrative Agent evidence satisfactory to the other Affected Parties affected parties of such deduction, withholding or and payment and of the remittance thereof to the relevant taxing or other authority; provided, however, that no such additional amount shall be required to be paid to any Lender under clause (iii) above in respect of United Stated federal income withholding taxes only except to the extent that (i) the obligation to withhold amounts with respect to United State federal withholding or United States federal backup tax existed on the date such Lender became a party to this Agreement, or with respect to payments to a newly-designated lending office of a Lender (a “New Lending Office”), the date such Lender designated such New Lending Office with respect to a Loan; provided, however, that this clause (i) shall not apply to the extent the indemnity payment or additional amounts any assignee, or Lender (or assignee) through a New Lending Office, would be entitled to receive (without regard to this clause (i)) do not exceed the indemnity payment or additional amounts that the person making the transfer, or Lender (or assignee) making the designation of such New Lending Office, would have been entitled to receive in the absence of such transfer or designation, or (ii) the obligation to pay such additional amounts would not have arisen but for a failure by such Lender to comply with paragraph (e) or (f) of this Section 2.19, whichever is applicable.

Withholding of Taxes. If Company or any other Person Withholding Agent is required by law (as determined in the good faith discretion of an applicable Withholding Agent) to make any deduction or withholding for or on account of any such Tax Taxes from any sum paid or payable by Company or on behalf of any Loan Party to an Affected Party the Administrative Agent or any Lender (which term shall include the Issuing Bank for purposes of this Section 2.20(b)) under any of the Credit Loan Documents: (i) Company the applicable Withholding Agent shall notify Paying Agent of any be entitled to make such requirement withholding or any change in any such requirement as soon as Company becomes aware of it; deduction, (ii) Company or the Paying Withholding Agent shall make such deduction or withholding and pay any such Tax to the relevant Governmental Authority Taxes on or before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Paying Agent or such Affected Party, as the case may be) on behalf of and in the name of Paying Agent or such Affected Partyrequired by Law; (iii) if such Tax is an Indemnified Tax, then the sum payable by Company in respect of which the relevant deduction, withholding or payment is required such Loan Party shall be increased to the extent necessary to ensure that, after the making of that deductionsuch deduction or withholding, withholding the Administrative Agent or payment (and any withholdings imposed on additional amounts payable under this paragraph)such Lender, such Affected Party 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 been required or made (after taking into account any additional deduction or withholding or payment been required or madeof any Indemnified Taxes on such increased payment); 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 Tax which it is required by clause (ii) above to pay, Company the applicable Loan Party shall deliver to Paying the Administrative Agent evidence 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 Company any Credit Party or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company any Credit Party to an Affected Party Administrative Agent or any Lender under any of the Credit Documents: (i) Company Borrower shall notify Paying Administrative Agent of any such requirement or any change in any such requirement as soon as Company Borrower becomes aware of it; (ii) Company Borrower shall pay or the Paying Agent shall make such deduction or withholding and pay cause to be paid any such 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 Companyany Credit Party) for its own account or (if that liability is imposed on Paying Administrative Agent or such Affected PartyLender, as the case may be) on behalf of and in the name of Paying Administrative Agent or such Affected PartyLender; (iii) if such Tax is an Indemnified Tax, the sum payable by Company the relevant 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 (and any withholdings imposed on additional amounts payable under this paragraph)payment, Administrative Agent or such Affected Party 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 Tax which it is required by clause (ii) above to pay, Company Borrower shall deliver to Paying Administrative Agent evidence 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.

Withholding of Taxes. If Company any DIP Note Party or any other 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 such Tax from any sum paid or payable by Company any DIP Note Party to an Affected Party Purchaser under any of the Credit DIP Note Documents: (i) Company shall notify Paying Agent Purchaser of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (ii) Company or the Paying Agent any other Person (acting as a withholding agent) shall make such deduction pay or withholding and pay cause to be paid any such 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 Companyany DIP Note Party) for its own account or (if that liability is imposed on Paying Agent or such Affected PartyPurchaser, as the case may be) on behalf of and in the name of Paying Agent or such Affected PartyPurchaser; (iii) if such unless otherwise provided in this Section 2.19 (other than a Tax is an Indemnified Tax, on the “overall net income” of Purchaser) the sum payable by Company such DIP 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 (and including any withholdings such withholding Taxes or Other Taxes imposed or asserted on additional or attributable to amounts payable under this paragraphSection 2.19), such Affected Party Purchaser, 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 such Tax which that it is required by clause (ii) above to pay, Company shall deliver to Paying Agent Purchaser evidence 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; 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 Purchaser under clause (iii) above except to the extent that any change after the date hereof 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, in respect of payments to Purchaser; provided that additional amounts shall be payable to Purchaser to the extent that Purchaser’s transferor was entitled to receive such additional amounts.

Withholding of Taxes. If Company Borrower or any other 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 such Tax from any sum paid or payable by Company Borrower to an Affected Party Agent or any Lender under any of the Credit Transaction Documents: (i) Company the applicable withholding agent shall notify Paying Agent the Borrower and the Agent, as applicable, in writing of any such requirement or any change in any such requirement as soon as Company practicable after such withholding agent becomes aware of it; (ii) Company or the Paying Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay any such Tax the full amount deducted or withheld to the relevant Governmental Tax Authority before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Paying Agent or such Affected Party, as the case may be) on behalf of and in the name of Paying Agent or such Affected Partyaccordance with applicable law; (iii) if such Tax is an Indemnified Tax, the sum payable by Company 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 such deductions and any withholdings imposed on applicable to additional amounts sums payable under this paragraphSection 2.11), the Agent or such Affected Party 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 (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days as soon as practicable after the due date of payment of any Tax which it is required by clause (ii) above to pay, Company Borrower shall deliver to Paying Agent evidence reasonably satisfactory to the other Affected Parties Agent of such deduction, deduction and withholding or payment and of the remittance thereof to the relevant taxing or other authority.

Withholding of Taxes. If Company any Loan Party or any other Person is required by law to make any deduction or withholding for or on account of any such Tax from any sum paid or payable by Company or on behalf of any Loan Party to an Affected Party the Administrative Agent or any Lender under any of the Credit Loan Documents: (i) Company the applicable Loan Party shall notify Paying the Administrative Agent in writing of any such requirement or any change in any such requirement as soon as Company the applicable Loan Party becomes aware of it; (ii) Company the Borrower or the Paying Agent Administrative Agent, as may be required by applicable law, shall make such deduction timely deduct or withholding withhold and pay remit any such Tax to the relevant Governmental Authority before the date on which penalties attach thereto, such payment thereto to be made (if the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Paying Agent or such Affected Party, as the case may be) on behalf of and relevant Governmental Authority in the name of Paying Agent or such Affected Partyaccordance with law; (iii) if such Tax is an Indemnified Tax, then the sum payable by Company 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 (and any withholdings imposed on additional amounts payable under this paragraph)payment, the Administrative Agent or such Affected Party 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 (30) 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 (30) days after the due date of payment of any Tax which it is required by clause (ii) above to paya Loan Party, Company the applicable Loan Party shall deliver to Paying 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 Company or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company to an Affected Party under any of the Credit Documents: (i) Company shall notify Paying Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (ii) Company or the Paying Agent shall make such deduction or withholding and pay any such 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 Company) for its own account or (if that liability is imposed on Paying Agent or such Affected Party, as the case may be) on behalf of and in the name of Paying Agent or such Affected Party; (iii) if such Tax is an Indemnified Tax, the sum payable by 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 (and any withholdings imposed on additional amounts payable under this paragraph), such 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 Tax which it is required by clause (ii) above to pay, Company shall deliver to Paying Agent evidence satisfactory to the other Affected Parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.EAST\142259790.4 54

Withholding of Taxes. If Company any Credit Party or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company to an Affected Party under any of the Credit Documents: (i) Company the Administrative Borrower shall notify Paying Administrative Agent of any such requirement or any change in any such requirement as soon as Company or any of its Subsidiaries becomes aware of it; (ii) Company or the Paying Agent shall make such deduction or withholding and pay any such 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 Companyany Credit Party) for its own account or (if that liability is imposed on Paying Administrative Agent or such Affected PartyLender, as the case may be) on behalf of and in the name of Paying Administrative Agent or such Affected PartyLender; (iii) if such Tax is an Indemnified Tax, the sum payable by Company 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 (of all Taxes, Administrative Agent or such Lender, as the case may be, and any withholdings imposed on additional amounts payable under this paragraph), such Affected Party 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 Tax which it is required by clause (ii) above to pay, Company the Administrative Borrower shall deliver to Paying Administrative Agent evidence satisfactory to the other Affected Parties affected parties of such deduction, withholding or and payment and of the remittance thereof to the relevant taxing or other authority.

Withholding of Taxes. If Company or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company to an Affected Party under any of the Credit Documents: (i) Company shall notify Paying Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (ii) Company or the Paying Agent shall make such deduction or withholding and pay any such 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 Company) for its own account or (if that liability is imposed on Paying Agent or such Affected Party, as the case may be) on behalf of and in the name of Paying Agent or such Affected Party; (iii) if such Tax is an Indemnified Tax, the sum payable by 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 (and any withholdings imposed on additional amounts payable under this paragraph), such 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 Tax which it is required by clause (ii) above to pay, Company shall deliver to Paying Agent evidence satisfactory to the other 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 2.15(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 or informational reports.

Withholding of Taxes. If Company or any other Person the Borrower is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company the Borrower in respect of interest paid or payable by the Borrower to an Affected Party the Administrative Agent or any Lender under any of the Credit Documents: (i) Company the Borrower shall notify Paying the Administrative Agent as soon as practicable of any such requirement or any change in any such requirement as soon as Company the Borrower becomes aware of it; (ii) Company or the Paying Agent Borrower shall make such deduction or withholding and pay any such 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 Companyany Person) for its own account or (if that liability is imposed on Paying the Administrative Agent or such Affected PartyLender, as the case may be) on behalf of and in the name of Paying the Administrative Agent or such Affected PartyLender; (iii) if such Tax is an Indemnified Tax, the sum payable by Company the 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 (and any withholdings imposed on additional amounts payable under this paragraph)payment, the Administrative Agent or such Affected Party 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 (or as soon as practicable thereafter) 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 Tax which it is required by clause (ii) above to pay, Company shall deliver to Paying Agent evidence satisfactory to the other Affected Parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.thirty

Withholding of Taxes. If Company any Credit Party or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company any Credit Party to an Affected Party Administrative Agent or any Lender under any of the Credit Documents: (i) Company Borrower shall notify Paying Administrative Agent of any such requirement or any change in any such requirement as soon as Company Borrower becomes aware of it; (ii) Company Borrower shall pay or the Paying Agent shall make such deduction or withholding and pay cause to be paid any such 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 Companyany Credit Party) for its own account or (if that liability is imposed on Paying Administrative Agent or such Affected PartyLender, as the case may be) on behalf of and in the name of Paying Administrative Agent or such Affected PartyLender; (iii) if such Tax is not an Indemnified Excluded Tax, the sum payable by Company the relevant 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 (and any withholdings imposed on additional amounts payable under this paragraph)payment, Administrative Agent or such Affected Party 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 Tax which it is required by clause (ii) above to pay, Company Borrower shall deliver to Paying Administrative Agent evidence 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.

Withholding of Taxes. If Company any Credit Party or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company any Credit Party to an Affected Party the Agent or any Lender under any of the Credit Documents: (i) Company the Borrower shall notify Paying the Agent of any such requirement or any change in any such requirement as soon as Company the Borrower becomes aware of it; , (ii) Company or the Paying Agent Borrower shall make such deduction or withholding and pay any such 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 Companyany Credit Party) for its own account or (if that liability is imposed on Paying the Agent or such Affected PartyLender, as the case may be) on behalf of and in the name of Paying the Agent or such Affected Party; Lender, (iii) if such Tax is an Indemnified Tax, the sum payable by Company 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 (and any withholdings imposed on additional amounts payable under this paragraph)payment, the Agent or such Affected Party 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 Tax which it is required by clause (ii) above to pay, Company the Borrower shall deliver to Paying the Agent evidence 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.

Withholding of Taxes. If Company any Credit Party or any other Person is required by law law, rule or regulation to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company any Credit Party to an Affected Party Administrative Agent or any Lender under any of the Credit Documents: (i) Company shall notify Paying Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (ii) Company or the Paying Agent shall make such deduction or withholding and pay any such 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 Companyany Credit Party) for its own account or (if that liability is imposed on Paying Administrative Agent or such Affected PartyLender, as the case may be) on behalf of and in the name of Paying Administrative Agent or such Affected PartyLender; (iii) if such Tax is an Indemnified Tax, the sum payable by Company 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 (and any withholdings imposed on additional amounts payable under this paragraph)payment, Administrative Agent or such Affected Party 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 as soon as practicable after the due date of payment of any Tax which it is required by clause (ii) above to pay, Company shall deliver to Paying 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; provided that no such additional amount shall be required to be paid to any Lender under clause (iii) above with respect to Excluded Taxes.

Withholding of Taxes. If Company any Credit Party or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company any Credit Party to an Affected Party under the Agent or any Lender in the ordinary or general conduct of the Credit Documentsbusiness: (i) Company the Borrower shall notify Paying the Agent of any such requirement or any change in any such requirement as soon as Company the Borrower becomes aware of it; , (ii) Company or the Paying Agent Borrower shall make such deduction or withholding and pay any such 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 Companyany Credit Party) for its own account or (if that liability is imposed on Paying the Agent or such Affected PartyLender, as the case may be) on behalf of and in the name of Paying the Agent or such Affected Party; Lender, (iii) if such Tax is an Indemnified Taxin the case of Taxes other than Taxes on the overall net income of any Lender or Taxes otherwise excluded from payment or indemnity under Section 7.2(a), the sum payable by Company 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 (and any withholdings imposed on additional amounts payable under this paragraph)payment, the Agent or such Affected Party 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 (30) 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) 30 days after the due date of payment of any Tax which it is required by clause (ii) above to pay, Company the Borrower shall deliver to Paying the Agent evidence 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.

Withholding of Taxes. If Company or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company to an Affected Party under any of the Credit Documents: (i) Company shall notify Paying Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (ii) Company or the Paying Administrative Agent shall make such deduction or withholding and pay any such 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 Company) for its own account or (if that liability is imposed on Paying Administrative Agent or such Affected Party, as the case may be) on behalf of and in the name of Paying Administrative Agent or such Affected Party; (iii) if such Tax is an Indemnified Tax, the sum payable by 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 (and any withholdings imposed on additional amounts payable under this paragraph), such 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 Tax which it is required by clause (ii) above to pay, Company shall deliver to Paying Administrative Agent evidence 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 Company or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company to an Affected Party any Recipient under any of the Credit Documents: (i) Company shall notify Paying Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (ii) Company or the Paying Agent shall make such deduction or withholding and pay any such 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 Company) for its own account or (if that liability is imposed on Paying Agent or such Affected PartyRecipient, as the case may be) on behalf of and in the name of Paying Agent or such Affected PartyRecipient; (iii) if such Tax is an Indemnified Tax, the sum payable by 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 (and any withholdings imposed on additional amounts payable under this paragraph), such Affected Party Recipient 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 Tax which it is required by clause (ii) above to pay, Company shall deliver to Paying Agent evidence evidence, reasonably satisfactory to the other Affected Parties Paying Agent 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 2.15(e). 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 or informational reports.

Withholding of Taxes. All sums payable by any Loan Party hereunder and under the other Loan Documents shall (except to the extent required by applicable law) be paid free and clear of, and without any deduction or withholding on account of, any Tax. If Company any Loan Party or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company any Loan Party to an Affected Party Administrative Agent or any Lender under any of the Credit Loan Documents: (i1) Company shall notify Paying Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (ii2) Company or the Paying Agent applicable Loan Party shall make such deduction or withholding and pay any such 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 Companyany Loan Party) for its own account or (if that liability is imposed on Paying Administrative Agent or such Affected PartyLender, ​ as the case may be) on behalf of and in the name of Paying Administrative Agent or such Affected PartyLender; (iii3) if such Tax is an Indemnified Tax, then the sum payable by Company in respect of which the relevant deduction, withholding or payment is required such Loan Party shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (and including any such deductions, withholdings imposed on or payments applicable to additional amounts sums payable under this paragraphSection 2.15), Administrative Agent or such Affected Party 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 (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 Tax which it is required by clause (ii) above to pay, Company shall deliver to Paying Administrative Agent evidence 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 Company any Credit Party or any other 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 such Tax from any sum paid or payable by Company any Credit Party to an Affected Party Administrative Agent or any Lender under any of the Credit Documents: (i) Company Borrower shall notify Paying Administrative Agent of any such requirement or any change in any such requirement as soon as Company Borrower becomes aware of it; (ii) Company or the Paying Agent 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 Tax deducted or 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 Companyany Credit Party) for its own account or (if that liability is imposed on Paying Administrative Agent or such Affected PartyLender, as the case may be) on behalf of and in the name of Paying Administrative Agent or such Affected PartyLender; (iii) if such Tax is an Indemnified Tax, the sum payable by Company 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 such deductions and any withholdings imposed on applicable to additional amounts sums payable under this paragraphSection), Administrative Agent or such Affected Party 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 Tax which it is required by clause (ii) above to pay, Company Borrower shall deliver to Paying Administrative Agent evidence 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 authorityGovernmental Authority.

Withholding of Taxes. If Company any Credit Party or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company any Credit Party to an Affected Party Administrative Agent or any Lender under any of the Credit Documents: (i) Company Borrower shall notify Paying Administrative Agent of any such requirement or any change in any such requirement as soon as Company Borrower becomes aware of it; (ii) Company Borrower shall pay or the Paying Agent shall make such deduction or withholding and pay cause to be paid any such 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 Companyany Credit Party) for its own account or (if that liability is imposed on Paying Administrative Agent or such Affected PartyLender, as the case may be) on behalf of and in the name of Paying Administrative Agent or such Affected PartyLender; (iii) if such Tax is an Indemnified Taxsubject to Section 2.20(c), the sum payable by Company the relevant 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 (and any withholdings imposed on additional amounts payable under this paragraph)payment, Administrative Agent or such Affected Party 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 Tax which it is required by clause (ii) above to pay, Company Borrower shall deliver to Paying Administrative Agent evidence 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.

Withholding of Taxes. If Company any Credit Party or any other 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 such Tax from any sum paid or payable by Company any Credit Party to an Affected Party Administrative Agent or any Lender) under any of the Credit Documents: , then the applicable Credit Party or such other Person acting as a withholding agent shall be entitled to make such deduction or withholding and (i) Company the applicable Credit Party or other Person acting as a withholding agent shall notify Paying Administrative Agent of any such the requirement or any change in any such requirement as soon as Company becomes aware of itto withhold; (ii) Company or the Paying Agent such other Person (acting as a withholding agent) shall make such deduction pay or withholding and pay cause to be paid any such 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 Companyany Credit Party) for its own account or (if that liability is imposed on Paying Administrative Agent or such Affected PartyLender, as the case may be) on behalf of and in the name of Paying Administrative Agent or such Affected PartyLender; (iii) if such the Tax withheld or paid is an Indemnified Tax, then the sum payable by Company in respect of which the relevant deduction, withholding or payment is required applicable Credit Party shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including such deductions and any withholdings imposed on applicable to additional amounts sums payable under this paragraphSection 2.18(b)(iii)), Administrative Agent or such Affected Party 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 Tax which that it is required by clause (ii) above to pay, Company shall deliver to Paying 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.

Withholding of Taxes. If Company any Credit Party or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company any Credit Party to an Affected Party Agent or any Lender under any of the Credit Documents: (i) Company Borrowers shall notify Paying Agent of any such requirement or any change in any such requirement as soon as Company any Borrower becomes aware of it; , (ii) Company or the Paying Agent Borrowers shall make such deduction or withholding and pay any such 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 Companyany Credit Party) for its own account or (if that liability is imposed on Paying Agent or such Affected PartyLender, as the case may be) on behalf of and in the name of Paying Agent or such Affected Party; Lender, (iii) if such Tax is an Indemnified Tax, the sum payable by Company 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 (and any withholdings imposed on additional amounts payable under this paragraph)payment, Agent or such Affected Party 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) 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) 30 days after the due date of payment of any Tax which it is required by clause (ii) above to pay, Company Borrowers shall deliver to Paying Agent evidence 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.

Withholding of Taxes. If Company or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company to an Affected Party under any of the Credit Documents: (i) Company shall notify Paying Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (ii) Company or the Paying Agent shall make such deduction or withholding and pay any such 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 Company) for its own account or (if that liability is imposed on Paying Agent or such Affected Party, as the case may be) on behalf of and in the name of Paying Agent or such Affected Party; (iii) if such Tax is EAST\142645020. 551 an Indemnified Tax, the sum payable by 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 (and any withholdings imposed on additional amounts payable under this paragraph), such 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 Tax which it is required by clause (ii) above to pay, Company shall deliver to Paying Agent evidence satisfactory to the other 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 or informational reports.

Withholding of Taxes. If Company Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company Borrower to an Affected Party Administrative Agent or any Lender under any of the Credit Documents: (i) Company Borrower shall notify Paying Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes Borrower become aware of it; (ii) Company or the Paying Agent Borrower shall make such deduction or withholding and timely pay any such 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 Company) for its own account or (if that liability is imposed on Paying Agent or such Affected Party, as the case may be) on behalf of and in the name of Paying Administrative Agent or such Affected PartyLender; (iii) if such Tax tax is an Indemnified Tax, the sum payable by Company Borrower in respect of which the relevant deduction, withholding or payment is required on account of any such Tax shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (and any withholdings imposed on additional amounts payable under this paragraph)payment, Administrative Agent or such Affected Party 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 as soon as practicable after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days as soon as practicable after the due date of payment of any Tax which it is required by clause (ii) above to pay, Company Borrower shall deliver to Paying 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. Borrower 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 of, any Other Taxes.

Withholding of Taxes. If Company any Credit Party, other applicable withholding agent (other than a Lender acting as a withholding agent with respect to payments made to its members, partners or any other Person beneficiaries) or Administrative Agent is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company any Credit Party to an Affected Party Administrative Agent or any Lender under any of the Credit Documents: (i) Company Borrower shall notify Paying Administrative Agent of any such requirement or any change in any such requirement as soon as Company it becomes aware of it; (ii) Company the applicable Credit Party shall pay, or the Paying Agent shall make such deduction or withholding and pay cause to be paid, any such 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 Company) for its own account or (if that liability is imposed on Paying Agent or such Affected Party, as the case may be) on behalf of and in the name of Paying Agent or such Affected any Credit Party; (iii) if such Tax the tax is an Indemnified TaxTax and unless otherwise provided in this Section 2.20, the sum payable by Company 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 (and any withholdings imposed on additional amounts payable under this paragraph)for Indemnified Taxes, Administrative Agent or such Affected Party 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 Indemnified Taxes 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 Tax which it is required by clause (ii) above to pay, Company the applicable Credit Party shall (if any Credit Party is responsible for the deduction, withholding or payment) deliver to Paying Administrative Agent evidence 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. All sums payable by any Loan Party hereunder and under the other Loan Documents shall (except to the extent required by applicable law) be paid free and clear of, and without any deduction or withholding on account of, any Tax. If Company any Loan Party or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company any Loan Party to an Affected Party Administrative Agent or any Lender under any of the Credit Loan Documents: (i1) Company shall notify Paying Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (ii2) Company or the Paying Agent applicable Loan Party shall make such deduction or withholding and pay any such 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 Companyany Loan Party) for its own account or (if that liability is imposed on Paying Administrative Agent or such Affected PartyLender, as the case may be) on behalf of and in the name of Paying Administrative Agent or such Affected PartyLender; (iii3) if such Tax is an Indemnified Tax, then the sum payable by Company in respect of which the relevant deduction, withholding or payment is required such Loan Party shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (and including any such deductions, withholdings imposed on or payments applicable to additional amounts sums payable under this paragraphSection 2.15), Administrative Agent or such Affected Party 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 (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 Tax which it is required by clause (ii) above to pay, Company shall deliver to Paying Administrative Agent evidence 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 Company or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company to an Affected Party under any of the Credit Funding Documents: (i) Company shall notify Paying Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (ii) Company or the Paying Agent shall make such deduction or withholding and pay any such 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 Company) for its own account or (if that liability is imposed on Paying Agent or such Affected Party, as the case may be) on behalf of and in the name of Paying Agent or such Affected Party; (iii) if such Tax is an Indemnified Tax, the sum payable by 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 (and any withholdings imposed on additional amounts payable under this paragraph), such 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 Tax which it is required by clause (ii) above to pay, Company shall deliver to Paying Agent evidence 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 Company any Credit Party, other applicable withholding agent (other than a Lender acting as a withholding agent with respect to payments made to its members, partners or any other Person beneficiaries) or Administrative Agent is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company any Credit Party to an Affected Party Administrative Agent or any Lender under any of the Credit Documents: (i) Company Borrower shall notify Paying Administrative Agent of any such requirement or any change in any such requirement as soon as Company it becomes aware of it; (ii) Company the applicable Credit Party shall pay, or the Paying Agent shall make such deduction or withholding and pay cause to be paid, any such 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 Company) for its own account or (if that liability is imposed on Paying Agent or such Affected Party, as the case may be) on behalf of and in the name of Paying Agent or such Affected any Credit Party; (iii) if such Tax the tax is an Indemnified TaxTax and unless otherwise provided in this Section 2.21, the sum payable by Company 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 such deductions and any withholdings imposed on applicable to additional amounts sums payable under this paragraphSection 2.21(b)), Administrative Agent or such Affected Party 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 Indemnified Taxes 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 Tax which it is required by clause (ii) above to pay, Company the applicable Credit Party shall (if any Credit Party is responsible for the deduction, withholding or payment) deliver to Paying Administrative Agent evidence 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 Company any Credit Party or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company any Credit Party to an Affected Party the Administrative Agent or any Lender under any of the Credit Documents: , (i) the Company shall notify Paying the Administrative Agent of any such requirement or any change in any such requirement as soon as the Company becomes aware of it; , (ii) the Company or the Paying Agent shall make such deduction or withholding and pay any such 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 Companyany Credit Party) for its own account or (if that liability is imposed on Paying the Administrative Agent or such Affected PartyLender, as the case may be) on behalf of and in the name of Paying the Administrative Agent or such Affected Party; Lender, (iii) if such Tax is an Indemnified Tax, the sum payable by Company 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 (and any withholdings imposed on additional amounts payable under this paragraph)payment, the Administrative Agent or such Affected Party 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; made and (iv) within thirty (30) 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) 30 days after the due date of payment of any Tax which that it is required by clause (ii) above to pay, the Company shall deliver to Paying the Administrative Agent evidence 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; provided that no such additional amount shall be required to be paid to any Lender under clause (iii) above with respect to any U.S. federal withholding Taxes that are in effect as of the date hereof that would apply to amounts payable under any Credit Documents.

Withholding of Taxes. If Company any Credit Party or any other 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 such Indemnified Tax from any sum paid or payable by Company any Credit Party to an Affected Party Administrative Agent or any Lender under any of the Credit Documents: (i) Company Borrower shall notify Paying Administrative Agent of any such requirement or any change in any such requirement as soon as Company Borrower becomes aware of it; (ii) Company Borrower shall pay, or the Paying Agent shall make such deduction or withholding and pay cause to be paid, any such Indemnified 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 Companyany Credit Party) for its own account or (if that liability is imposed on Paying Administrative Agent or such Affected PartyLender, as the case may be) on behalf of and in the name of Paying Administrative Agent or such Affected PartyLender; (iii) if such Tax is an Indemnified Taxunless otherwise provided in this Section 2.20, the sum payable by Company 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 (and any withholdings imposed on additional amounts payable under this paragraph)payment, Administrative Agent or such Affected Party 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 Tax which it is required by clause (ii) above to pay, Company Borrower shall deliver to Paying Administrative Agent evidence 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.

Withholding of Taxes. If the Company or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by the Company to an Affected Party the Lender under any of the Credit Loan Documents: : (ia) The Company shall notify Paying Agent the Lender of any such requirement or any change in any such requirement as soon as the Company becomes aware of it; ; (iib) The Company or the Paying Agent shall make such deduction or withholding and pay any such 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 the Company) for its own account or (if that liability is imposed on Paying Agent or such Affected Party, as the case may beLender) on behalf of and in the name of Paying Agent or such Affected Party; the Lender; (iiic) if such Tax is an Indemnified Tax, the sum payable by the 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 (and any withholdings imposed on additional amounts payable under this paragraph)payment, such Affected Party the 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 and (ivd) within thirty (30) 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) 30 days after the due date of payment of any Tax which it is required by clause (iib) above to pay, the Company shall deliver to Paying Agent the Lender evidence 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; provided that no such additional amount shall be required to be paid to the Lender under clause (c) above except to the extent that any change after the Closing Date 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 in respect of payments to the Lender.

Withholding of Taxes. Any and all payments by or on account of any obligation of any Note Party hereunder and under the other Note Documents shall (except to the extent required by applicable law (including, for this purpose, FATCA) as determined in the good faith discretion of an applicable withholding agent) be paid free and clear of, and without any deduction or withholding on account of, any Tax. If Company any Note Party or any other Person is required by applicable law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company any Note Party to an Affected Party any Investor under any of the Credit Note Documents: (i1) Company such Person shall notify Paying Agent of any such requirement pay or any change in any such requirement as soon as Company becomes aware of it; (ii) Company or the Paying Agent shall make such deduction or withholding and pay cause to be paid any such 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 Companyany Note Party) for its their own account or (if that liability is imposed on Paying Agent or such Affected Party, as the case may beInvestor) on behalf of and in the name of Paying Agent or such Affected PartyInvestor; (iii2) if such Tax is an Indemnified Tax, the sum payable by Company in respect of which the relevant deduction, withholding or payment is required such Note Party shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (and any withholdings imposed on additional amounts payable under this paragraph)payment, such Affected Party Investor, receives on the due date a net sum an amount equal to what the sum it would have received had no such deduction, withholding or payment been required or made; and (iv3) within thirty (30) 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 (30) days after the due date of payment of any Tax which it is required Taxes by clause (ii) above a Person to paya Governmental Authority pursuant to this Section, Company such Person shall deliver to Paying Agent each Investor 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 affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.

Withholding of Taxes. If Company any Credit Party or any other 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 such Tax from any sum paid or payable by Company any Credit Party to an Affected Party the Administrative Agent or any Lender under any of the Credit Transaction Documents: (i1) Company the Borrower shall notify Paying the Administrative Agent of any such requirement or any change in any such requirement as soon as Company 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) Company the Borrower shall pay, or the Paying Agent shall make such deduction or withholding and pay cause to be paid, any such 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 Companyany Credit Party) for its own account or (if that liability is imposed on Paying the Administrative Agent or such Affected PartyXxxxxx, as the case may be) on behalf of and in the name of Paying the Administrative Agent or such Affected PartyLender; (iii3) and, if such Tax is an Indemnified Tax, the sum payable by Company 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 (and including any withholdings such Taxes imposed or asserted on or attributable to additional amounts payable under this paragraphSection 2.15), the Administrative Agent or such Affected Party 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 (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 Tax which it is required by clause (ii2) above to pay, Company the Borrower shall deliver to Paying 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 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 Company or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company to an Affected Party under any of the Credit Documents: (i) Company shall notify Paying Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (ii) Company or the Paying Agent shall make such deduction or withholding and pay any such 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 Company) for its own account or (if that liability is imposed on Paying Agent or such Affected Party, as the case may be) on behalf of and in the name of Paying Agent or such Affected Party; (iii) if such Tax is an Indemnified Tax, the sum payable by 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 (and any withholdings imposed on additional amounts payable under this paragraph), such 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 Tax which it is required by clause (ii) above to pay, Company shall deliver to Paying Agent evidence satisfactory to the other 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 or informational reports. LEGAL_US_E # 152147085.3152147085.12

Withholding of Taxes. All sums payable by any Loan Party hereunder and under the other Loan Documents shall (except to the extent required by law) be paid free and clear of, and without any deduction or withholding on account of, any Tax. If Company any Loan Party or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company any Loan Party to an Affected Party any Agent, any Lender or any other Recipient under any of the Credit Loan Documents: (i1) Company shall notify Paying Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (ii2) Company such Loan Party or the Paying Agent other Person shall make such deduction or withholding and pay any such 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 Companyany Loan Party) for its own account or (if that liability is imposed on Paying any Agent or such Affected PartyLender, as the case may be) on behalf of and in the name of Paying such Agent or such Affected PartyLender; (iii3) if such Tax is an Indemnified Tax, then the sum payable by Company in respect of which the relevant deduction, withholding or payment is required such Loan Party shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (and any including such deductions, withholdings imposed on or payments with respect to additional amounts payable under pursuant to this paragraphSection 2.15), such Affected Party 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 (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 Tax which it is required by clause (ii) above to pay, Company shall deliver to Paying Administrative Agent evidence 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 authorityGovernmental Authorities.

Withholding of Taxes. If Company or any other Person Withholding Agent is required by law to make any deduction or withholding for or on account of any such Tax Taxes from any sum paid or payable by Company or on behalf of any Loan Party to an Affected Party the Administrative Agent or any Lender under any of the Credit Loan Documents: (i) Company the applicable Loan Party shall notify Paying the Administrative Agent in writing of any such requirement or any change in any such requirement as soon as Company the applicable Loan Party becomes aware of it; (ii) Company or provided, that for purposes of this Section 2.16 the Paying Agent applicable Loan Party shall make such deduction or withholding and pay be presumed not to be aware of any such Tax Change in Law prior to the relevant Governmental Authority before the date on which penalties attach theretosuch 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 Withholding Agent shall pay any such Taxes on or before the date such payment to be made (if the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Paying Agent or such Affected Party, as the case may be) on behalf of and in the name of Paying Agent or such Affected Partyrequired by Law; (iii) if such Tax is an Indemnified Tax, then the sum payable by Company in respect of which the relevant deduction, withholding or payment is required such Loan Party shall be increased to the extent necessary to ensure that, after the making of that deductionsuch deduction or withholding, withholding the Administrative Agent or payment (and any withholdings imposed on additional amounts payable under this paragraph)such Lender, such Affected Party 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 been required or made (after taking into account any additional deduction or withholding or payment been required or madeof any Indemnified Taxes on such increased payment); 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 Tax which it is required by clause (ii) above to pay, Company the applicable Loan Party shall deliver to Paying the Administrative Agent evidence 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.