Common use of Withholding on Payments Clause in Contracts

Withholding on Payments. (i) All amounts payable by or on behalf of the Borrower pursuant to the Operative Documents and all amounts payable to any Loan Participant under a Hedge Transaction shall be free of withholding on account of any Taxes, unless such withholding is required by applicable law. If any Tax is required to be withheld from any such amount payable by the Borrower to or for the benefit of a Tax Indemnitee under any Operative Document, or payable by a Hedge Transaction Counterparty to or for the benefit of a Loan Participant under a Hedge Transaction, the Borrower (A) shall, subject to the exceptions set forth below in paragraphs (d)(ii), (v) and (ix), pay an additional amount such that the net amount actually or constructively received by such Tax Indemnitee will, after such withholding (including withholding from any additional amount payable pursuant to this sentence), equal the full amount of the payment then due, (B) shall pay, or cause to be paid, to the relevant Tax authority the full amount required to be withheld (including the full amount required to be withheld from any additional amount paid pursuant to this sentence) in accordance with applicable law, and (C) shall furnish to the affected Tax Indemnitee and the Security Trustee as soon as practicable an official receipt (or a certified copy thereof) if reasonably obtainable or such other documentation as is reasonably obtainable and reasonably acceptable to such Tax Indemnitee evidencing payment of the withheld Tax. (ii) Notwithstanding anything to the contrary in this Agreement, the Borrower shall not be required to pay any additional amounts to a Tax Indemnitee under paragraph (d)(i) of this Schedule III in respect of its Excluded Taxes. (iii) Each Non-U.S. Loan Participant shall deliver to the Borrower and the Security Trustee on the date of the Facility Agreement (or, if such Non-U.S. Loan Participant becomes a Loan Participant after the date of the Facility Agreement, on the date on which such Non-U.S. Loan Participant becomes a Loan Participant) a properly completed and duly signed Internal Revenue Service Form X-0XXX, X-0XXX or W-8EXP (or applicable successor form) evidencing such Loan Participant’s entitlement to a complete exemption from or to a reduced rate of United States withholding Taxes on interest and all other amounts payable to such Loan Participant pursuant to the Operative Documents. Each Loan Participant that is a “United States person” (as defined in Section 7701(a)(30) of the Code), but is not a Person described in Section 6049(b)(4) of the Code, shall deliver to the Borrower and the Security Trustee on the date of this Agreement (or, if such Loan Participant becomes a Loan Participant after the date of this Agreement, on the date on which such Loan Participant becomes a Loan Participant) and the Security Trustee shall deliver to the Borrower on the date of this Agreement a properly completed and duly signed Internal Revenue Service Form W-9 (or applicable successor form), evidencing such Loan Participant’s or the Security Trustee’s, as the case may be, entitlement to a complete exemption from United States back-up withholding Taxes on interest and all other amounts payable to such Loan Participant or the Security Trustee, as the case may be, pursuant to the Operative Documents. If a Non-U.S. Loan Participant shall be effecting a Hedge Transaction with a U.S. Hedge Transaction Counterparty, such Non-U.S. Loan Participant shall deliver to such Hedge Transaction Counterparty on the date of the relevant Hedge Transaction a properly completed and duly signed Internal Revenue Service Form X-0XXX, X-0XXX or W-8EXP (or applicable successor form) evidencing such Non-U.S. Loan Participant’s entitlement to a complete exemption from or to a reduced rate of United States withholding Taxes on interest and all other amounts payable to such Loan Participant pursuant to the Hedge Transaction. If a Loan Participant that is a “United States person” (as defined in Section 7701(a)(30) of the Code), but is not a Person described in Section 6049(b)(4) of the Code, shall be effecting a Hedge Transaction with a U.S. Hedge Transaction Counterparty, such Loan Participant shall deliver to such Hedge Transaction Counterparty on the date of the relevant Hedge Transaction a properly completed and duly signed Internal Revenue Service Form W-9 (or applicable successor form), evidencing such Loan Participant’s entitlement to a complete exemption from United States withholding Taxes on interest and all other amounts payable to such Loan Participant pursuant to the Hedge Transaction. In addition, and without limiting the foregoing, the Security Trustee shall be responsible for preparing and filing Internal Revenue Service Forms 1042 and 1042S (or any similar or successor forms), as well as any governmental filings and information requirements in connection therewith. (iv) If any Internal Revenue Service form delivered by the Security Trustee or any Loan Participant pursuant to this paragraph (d) expires or becomes inaccurate or obsolete, the Security Trustee or such Loan Participant (as the case may be) shall deliver to the Borrower and the Security Trustee a replacement Internal Revenue Service form (or applicable successor form). (v) For the avoidance of doubt, the Borrower shall not be required to pay any additional amounts to a Tax Indemnitee under paragraph (d)(i) of this Schedule III if such Tax Indemnitee shall have failed to satisfy the requirements of paragraph (d)(iii) or (d)(iv) of this Schedule III, as the case may be; provided that if a Non-U.S. Loan Participant shall have satisfied the requirements of paragraph (d)(iii) of this Schedule III on the date such Non-U.S. Loan Participant becomes party to this Agreement, nothing in this paragraph (d)(v) shall relieve the Borrower of its obligation to pay any additional amounts pursuant to paragraph (d)(i) in the event that, as a result of a Change in Law, such Non-U.S. Loan Participant is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Loan Participant is not subject to withholding. (vi) The Security Trustee and each Loan Participant agrees (and each other Loan Participant, by its execution hereof and by acceptance of the assignment of the Loan, shall be deemed to agree) to indemnify and hold harmless on an After-Tax Basis each of the Loan Participants, the Security Trustee and the Borrower, within 30 days after receipt of written demand therefor, for all liabilities, losses, costs and expenses paid or incurred by the Loan Participants, the Security Trustee or the Borrower (as the case may be) as a result of its failure to comply with the provisions of this paragraph (d) or the inaccuracy of any Internal Revenue Service form delivered by it pursuant to this paragraph (d). (vii) If the Borrower or the Security Trustee fails to withhold from any payment to a Loan Participant pursuant to this Agreement or any Operative Document any Tax which such Person is required by applicable law to withhold from such payment, but for which it is not responsible under this paragraph (d), the Security Trustee or such Loan Participant (as the case may be) shall repay to such Person, within ten Business Days after receipt of such Person’s written demand therefor, the amount which such Person was required to withhold. (viii) If any party hereto determines that any withholding Tax is required by applicable law to be withheld from any amount payable to the Security Trustee or any Loan Participant pursuant to any Operative Document for which the Borrower is responsible under paragraph (d)(i) of this Schedule III, the party making such determination shall give written notice thereof to the other parties hereto and to the affected Tax Indemnitees, and if requested by the Borrower in writing, each other party hereto and the affected Tax Indemnitees, at the cost and expense of the Borrower, shall use commercially reasonable efforts to take appropriate action to eliminate or minimize the Borrower’s indemnity liability or gross-up obligation under this Schedule III for such withholding Taxes, provided that no such Person shall be obligated to accept any amendment of any Operative Document or to take any other action if such amendment or other action might in such Person’s sole discretion be adverse to it. In addition, without limiting the foregoing, if a Loan Participant determines that any withholding Tax is required by applicable law to be withheld from any amount payable pursuant to a Hedge Transaction for which the Borrower is responsible under paragraph (d)(i) of this Schedule III, such Loan Participant shall give written notice thereof to the Borrower, the counterparty to the Hedge Transaction and any other Loan Participant (if any), and (if permitted by applicable law) the Borrower shall have the right to replace the party to the Hedge Transaction that is not eligible for an exemption from withholding Tax (if doing so would eliminate or reduce such withholding Tax) with a bank or financial institution that is acceptable to the remaining counterparty to the Hedge Transaction (on terms and conditions reasonably acceptable to the remaining party and without recourse to the party that is replaced); provided, further, that if the Borrower determines to so replace such a party to a Hedge Transaction, the Borrower shall provide written notice to the counterparty to the Hedge Transaction, all of the Loan Participants and the Security Trustee and shall be responsible for the costs and expenses in connection with the same (including, without limitation, any Hedge Breakage Loss). (ix) Notwithstanding anything to the contrary in this Agreement, the Borrower shall have no obligation to make a payment to any Tax Indemnitee under paragraph (d)(i) above with respect to any Taxes imposed on amounts payable to such Tax Indemnitee at the time such Tax Indemnitee becomes a party to this Agreement, except to the extent that the Borrower was required to make a payment under paragraph (d)(i) above in respect of such Taxes to or for the benefit of such Tax Indemnitee’s transferor or assignor (if any) at the time of assignment.

Withholding on Payments. (ia) All amounts payable by or on behalf of the Borrower pursuant to the Operative Loan Documents and all amounts payable to any Loan Participant under a Hedge Transaction shall be free of withholding on account of any Taxes, unless such withholding is required by applicable law. If any Tax is required to be withheld from any such amount payable by the Borrower to or for the benefit of a Tax Indemnitee under any Operative Loan Document, or payable by a Hedge Transaction Counterparty to or for the benefit of a Loan Participant under a Hedge Transaction, the Borrower (A) shall, subject to the exceptions set forth below in paragraphs (d)(ii), (v) and (ix), shall pay an additional amount such that the net amount actually or constructively received by such Tax Indemnitee will, after such withholding (including withholding from any additional amount payable pursuant to this sentence), equal the full amount of the payment then due, (B) shall pay, or cause to be paid, to the relevant Tax authority the full amount required to be withheld (including the full amount required to be withheld from any additional amount paid pursuant to this sentence) in accordance with applicable law, and (C) shall furnish to the affected Tax Indemnitee and the Security Trustee as soon as practicable an official receipt (or a certified copy thereof) if reasonably obtainable or such other documentation as is reasonably obtainable and reasonably acceptable to such Tax Indemnitee evidencing payment of the withheld Tax. (iib) Notwithstanding anything If the Security Trustee is required by any applicable law to withhold any Tax from any amount payable by such person to the contrary in Facility Agent, the Security Trustee, or any Lender under the this Agreement, (A) such party will give the Borrower and Lenders prompt written notice of such requirement, (B) the party making such payment shall withhold such Tax from such payment, and (C) the Borrower shall pay to the Facility Agent, the Security Trustee, or such Lender (as the case may be) an additional amount such that the sum of the net amounts received by the Facility Agent, the Security Trustee, or such Lender (as the case may be) will, after such withholding (including withholding from any additional amount payable pursuant to this sentence), equal the amount that the Security Trustee, the Facility Agent or such Lender (as the case may be) would have received if such withholding had not been required. As among the Borrower, the Facility Agent, the Security Trustee and each Lender, the Security Trustee shall act as the withholding agent for any Taxes required to be withheld pursuant to this Agreement and shall be responsible for satisfying all governmental filings and information requirements in connection therewith. (c) For the avoidance of doubt, if for any reason the Borrower is required by this Section 13.4 to pay any additional amount with respect to Excluded Taxes, the relevant Tax Indemnitee shall promptly upon demand repay such amounts to a Tax Indemnitee under paragraph (d)(i) of this Schedule III in respect of its Excluded Taxesthe Borrower. (iiid) Each Non-U.S. Loan Participant Lender shall deliver to the Borrower Facility Agent and the Security Trustee on the date of the Facility Agreement Initial Advance Date (or, if such Lender becomes a Non-U.S. Loan Participant becomes a Loan Participant Lender after the date of the Facility AgreementInitial Advance Date, on the date on which such Non-U.S. Loan Participant Lender becomes a Loan ParticipantLender) a properly completed and duly signed Internal Revenue Service Form X-0XXXW-0XXX, X-0XXX or W-8EXP (or applicable successor form) evidencing such Loan ParticipantLender’s entitlement to a complete exemption from or to (or, in the case of a reduced Lender that becomes a Lender after the Initial Advance Date, a reduction in the rate of of) United States withholding Taxes taxes on interest and all other amounts payable to such Loan Participant Lender pursuant to the Operative Loan Documents. Each Loan Participant Lender that is a “United States person” person (as defined in Section 7701(a)(30) of the Code), but is not a Person person described in Section 6049(b)(4) of the Code, shall deliver to the Borrower Borrower, the Facility Agent and the Security Trustee on the date of this Agreement Initial Advance Date (or, if such Loan Participant Lender becomes a Loan Participant Lender after the date of this AgreementInitial Advance Date, on the date on which such Loan Participant Lender becomes a Loan ParticipantLender) and the Security Trustee shall deliver to the Borrower on the date of this Agreement a properly completed and duly signed Internal Revenue Service Form W-9 (or applicable successor form), evidencing such Loan ParticipantLender’s or the Security Trustee’s, as the case may be, entitlement to a complete exemption from United States back-up withholding Taxes taxes on interest and all other amounts payable to such Loan Participant or the Security Trustee, as the case may be, Lender pursuant to the Operative Loan Documents. If a Non-U.S. Loan Participant shall be effecting a Hedge Transaction with a U.S. Hedge Transaction Counterparty, such Non-U.S. Loan Participant . (e) The Facility Agent and the Security Trustee shall deliver to the Borrower no later than required by law and from time to time thereafter when required by applicable law or reasonably requested by any such Hedge Transaction Counterparty on the date of the relevant Hedge Transaction person a properly completed and duly signed Internal Revenue Service Form X-0XXX, X-0XXX or W-8EXP (or W-8IMYor applicable successor form) evidencing such Non-U.S. Loan Participant’s entitlement form (including all attachments required by applicable law or by the instructions to a complete exemption from or to a reduced rate of United States withholding Taxes on interest and all other amounts payable to such Loan Participant pursuant to the Hedge Transaction. If a Loan Participant that is a “United States person” (as defined in Section 7701(a)(30) of the CodeForm W-8IMY), but is not a Person described in Section 6049(b)(4) of the Code, shall be effecting a Hedge Transaction with a U.S. Hedge Transaction Counterparty, such Loan Participant shall deliver to such Hedge Transaction Counterparty on the date of the relevant Hedge Transaction a properly completed and duly signed Internal Revenue Service Form W-9 (or applicable successor form), evidencing such Loan Participant’s entitlement to a complete exemption from United States withholding Taxes on interest and all other amounts payable to such Loan Participant pursuant to the Hedge Transaction. In addition, and without limiting the foregoing, the Security Trustee shall be responsible for preparing and filing Internal Revenue Service Forms 1042 and 1042S (or any similar or successor forms), as well as any governmental filings and information requirements in connection therewith. (ivf) If any Internal Revenue Service form delivered by the Facility Agent, Security Trustee or any Loan Participant Lender pursuant to this paragraph (d) Section 13.4 expires or becomes inaccurate or obsolete, the Facility Agent, Security Trustee or such Loan Participant Lender (as the case may be) shall deliver to the Borrower Borrower, the Facility Agent and the Security Trustee a replacement Internal Revenue Service form (or applicable successor form). (v) For the avoidance of doubt, the Borrower shall not be required to pay any additional amounts to a Tax Indemnitee under paragraph (d)(i) of this Schedule III if such Tax Indemnitee shall have failed to satisfy the requirements of paragraph (d)(iii) or (d)(iv) of this Schedule III, as the case may be; provided that if a Non-U.S. Loan Participant shall have satisfied the requirements of paragraph (d)(iii) of this Schedule III on the date such Non-U.S. Loan Participant becomes party to this Agreement, nothing in this paragraph (d)(v) shall relieve the Borrower of its obligation to pay any additional amounts pursuant to paragraph (d)(i) in the event that, as a result of a Change in Law, such Non-U.S. Loan Participant is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Loan Participant is not subject to withholding. (vig) The Security Trustee Facility Agent and each Loan Participant Lender agrees (and each other Loan ParticipantLender, by its execution hereof and by acceptance of the assignment of the Loanany Loans, shall be deemed to agree) to indemnify and hold harmless on an After-Tax Basis each of the Loan ParticipantsFacility Agent (in the case of Lenders), the Security Trustee and the Borrower, within 30 days after receipt of written demand therefor, for all liabilities, losses, costs and expenses paid or incurred by the Loan ParticipantsFacility Agent (in the case of Lenders), the Security Trustee or the Borrower (as the case may be) as a result of its failure to comply with the provisions of this paragraph (d) Section 13.4 or the inaccuracy of any Internal Revenue Service form delivered by it pursuant to this paragraph (d)Section 13.4. (viih) If the Borrower Borrower, the Facility Agent or the Security Trustee fails to withhold from any payment to the Facility Agent or a Loan Participant Lender pursuant to this Agreement or any Operative Loan Document any Tax which such Person person is required by applicable law to withhold from such payment, but for which it is not responsible under this paragraph (d)Section 13.4, the Security Trustee Trustee, the Facility Agent or such Loan Participant Lender (as the case may be) shall repay to such Personperson, within ten Business Days after receipt of such Personperson’s written demand therefor, the amount which such Person person was required to withhold. (viiii) If any party hereto determines that any withholding Tax is required by applicable law to be withheld from any amount payable to the Facility Agent, the Security Trustee or any Loan Participant Lender pursuant to any Operative Document for which the Borrower is responsible under paragraph (d)(i) of this Schedule IIILoan Document, the party making such determination shall give written notice thereof to the other parties hereto and to the affected Tax IndemniteesFinance Parties, and if requested by the Borrower in writingBorrower, each other party hereto and the affected Tax Indemnitees, at the cost and expense of the Borrower, Lender shall use commercially reasonable efforts to take appropriate action to eliminate or minimize the Borrower’s indemnity liability or gross-up obligation under this Schedule III for such withholding TaxesArticle XIII, provided that no such Person person shall be obligated to accept any amendment of any Operative Loan Document or to take any other action if such amendment or other action might in such Personperson’s sole discretion be adverse to it. In addition, without limiting ; and if the foregoing, if Borrower and the other notified parties do not agree on a Loan Participant determines that any withholding Tax is required by applicable law to be withheld from any amount payable course of action pursuant to a Hedge Transaction for which the preceding clause of this sentence within 60 days after the date of the Borrower’s request therefor, the Borrower is responsible under paragraph (d)(i) of this Schedule III, such Loan Participant shall give written notice thereof may cause one or more institutional investors unrelated to the Borrower, the counterparty to the Hedge Transaction Borrower and any other Loan Participant (if any), and (if permitted by applicable law) the Borrower shall have the right to replace the party to the Hedge Transaction that is not eligible for an exemption from withholding Tax (if doing so would eliminate or reduce such withholding Tax) with a bank or financial institution that is acceptable to the remaining counterparty to the Hedge Transaction (on terms and conditions reasonably acceptable to the remaining party and without recourse Lenders to purchase the Loans of the affected Lender (provided that such transfer is otherwise in accordance with Article XXI hereof) on the next scheduled Interest Payment Date for an amount equal to the party that is replaced); providedaggregate outstanding principal amount of those Loans plus all accrued and unpaid interest thereon resulting from such transfer, further, that if and concurrently with such purchase the Borrower determines affected Lender shall be paid all other amounts owing to so replace such a party to a Hedge Transaction, the Borrower shall provide written notice it pursuant to the counterparty to the Hedge Transaction, all of the Loan Participants and the Security Trustee and shall be responsible for the costs and expenses in connection with the same (including, without limitation, any Hedge Breakage Loss)Operative Documents. (ix) Notwithstanding anything to the contrary in this Agreement, the Borrower shall have no obligation to make a payment to any Tax Indemnitee under paragraph (d)(i) above with respect to any Taxes imposed on amounts payable to such Tax Indemnitee at the time such Tax Indemnitee becomes a party to this Agreement, except to the extent that the Borrower was required to make a payment under paragraph (d)(i) above in respect of such Taxes to or for the benefit of such Tax Indemnitee’s transferor or assignor (if any) at the time of assignment.

Withholding on Payments. (i) All amounts payable by or on behalf of the Borrower pursuant to the Operative Documents and all amounts payable to any Loan Participant under a Hedge Transaction shall be free of withholding on account of any Taxes, unless such withholding is required by applicable law. If any Tax is required to be withheld from any such amount payable by the Borrower to or for the benefit of a Tax Indemnitee under any Operative Document, or payable by a Hedge Transaction Counterparty to or for the benefit of a Loan Participant under a Hedge Transaction, the Borrower (A) shall, subject to the exceptions set forth below in paragraphs (d)(ii), (v) ), and (ix), pay an additional amount such that the net amount actually or constructively received by such Tax Indemnitee will, after such withholding (including withholding from any additional amount payable pursuant to this sentence), equal the full amount of the payment then due, (B) shall pay, or cause to be paid, to the relevant Tax authority the full amount required to be withheld (including the full amount required to be withheld from any additional amount paid pursuant to this sentence) in accordance with applicable law, and (C) shall furnish to the affected Tax Indemnitee and the Security Trustee as soon as practicable an official receipt (or a certified copy thereof) if reasonably obtainable or such other documentation as is reasonably obtainable and reasonably acceptable to such Tax Indemnitee evidencing payment of the withheld Tax. (ii) Notwithstanding anything to the contrary in this Agreement, the Borrower shall not be required to pay any additional amounts to a Tax Indemnitee under paragraph (d)(i) of this Schedule III in respect of its Excluded Taxes. (iii) Each Non-U.S. Loan Participant shall deliver to the Borrower and the Security Trustee Initial Loan Participant on the date of the Facility Agreement (or, if such Non-U.S. Loan Participant becomes a Loan Participant after the date of the Facility Agreement, on the date on which such Non-U.S. Loan Participant becomes a Loan Participant) a properly completed and duly signed Internal Revenue Service Form X-0XXX, X-0XXX or W-8EXP (or applicable successor form) evidencing such Loan Participant’s entitlement to a complete exemption from or to a reduced rate of United States withholding Taxes on interest and all other amounts payable to such Loan Participant pursuant to the Operative Documents. Each Loan Participant that is a “United States person” (as defined in Section 7701(a)(30) of the Code), but is not a Person described in Section 6049(b)(4) of the Code, shall deliver to the Borrower and the Security Trustee Initial Loan Participant on the date of this Agreement (or, if such Loan Participant becomes a Loan Participant after the date of this Agreement, on the date on which such Loan Participant becomes a Loan Participant) ), and the Security Trustee Initial Loan Participant shall deliver to the Borrower on the date of this Agreement Agreement, a properly completed and duly signed Internal Revenue Service Form W-9 (or applicable successor form), evidencing such Loan Participant’s or the Security Trustee’s, as the case may be, entitlement to a complete exemption from United States back-up withholding Taxes on interest and all other amounts payable to such Loan Participant or the Security Trustee, as the case may be, pursuant to the Operative Documents. If a Non-U.S. Loan Participant shall be effecting a Hedge Transaction with a U.S. Hedge Transaction Counterparty, such Non-U.S. Loan Participant shall deliver to such Hedge Transaction Counterparty on the date of the relevant Hedge Transaction a properly completed and duly signed Internal Revenue Service Form X-0XXX, X-0XXX or W-8EXP (or applicable successor form) evidencing such Non-U.S. Loan Participant’s entitlement to a complete exemption from or to a reduced rate of United States withholding Taxes on interest and all other amounts payable to such Loan Participant pursuant to the Hedge Transaction. If a Loan Participant that is a “United States person” (as defined in Section 7701(a)(30) of the Code), but is not a Person described in Section 6049(b)(4) of the Code, shall be effecting a Hedge Transaction with a U.S. Hedge Transaction Counterparty, such Loan Participant shall deliver to such Hedge Transaction Counterparty on the date of the relevant Hedge Transaction a properly completed and duly signed Internal Revenue Service Form W-9 (or applicable successor form), evidencing such Loan Participant’s entitlement to a complete exemption from United States withholding Taxes on interest and all other amounts payable to such Loan Participant pursuant to the Hedge Transaction. In addition, and without limiting the foregoing, the Security Trustee Loan Participant shall act as the withholding agent for any Taxes required to be withheld pursuant to this Agreement and shall be responsible for satisfying all governmental filings and information requirements in connection therewith, including, without limitation, preparing and filing Internal Revenue Service Forms 1042 and 1042S 1042-S (or any similar or successor forms), as well as any governmental filings and information requirements in connection therewith. (iv) If any Internal Revenue Service form delivered by the Security Trustee or any Loan Participant pursuant to this paragraph (d) expires or becomes inaccurate or obsolete, the Security Trustee or such Loan Participant (as the case may be) shall deliver to the Borrower and the Security Trustee Initial Loan Participant (or, in the case of the Initial Loan Participant, the Initial Loan Participant shall deliver to the Borrower) a replacement Internal Revenue Service form (or applicable successor form). (v) For the avoidance of doubt, the Borrower shall not be required to pay any additional amounts to a Tax Indemnitee under paragraph (d)(i) of this Schedule III if such Tax Indemnitee shall have failed to satisfy the requirements of paragraph (d)(iii) or (d)(iv) of this Schedule III, as the case may be; provided that if a Non-U.S. Loan Participant shall have satisfied the requirements of paragraph (d)(iii) of this Schedule III on the date such Non-U.S. Loan Participant becomes party to this Agreement, nothing in this paragraph (d)(v) shall relieve the Borrower of its obligation to pay any additional amounts pursuant to paragraph (d)(i) in the event that, as a result of a Change in Law, such Non-U.S. Loan Participant is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Loan Participant is not subject to withholding. (vi) The Security Trustee and each Each Loan Participant agrees (and each other Loan Participant, by its execution hereof and by acceptance of the assignment of the Loan, shall be deemed to agree) to indemnify and hold harmless on an After-Tax Basis each of the Loan Participants, the Security Trustee Participants and the Borrower, within 30 days after receipt of written demand therefor, for all liabilities, losses, costs and expenses paid or incurred by the Loan Participants, the Security Trustee Participants or the Borrower (as the case may be) as a result of its failure to comply with the provisions of this paragraph (d) or the inaccuracy of any Internal Revenue Service form delivered by it pursuant to this paragraph (d). (vii) If the Borrower or the Security Trustee fails to withhold from any payment to a Loan Participant pursuant to this Agreement or any Operative Document any Tax which such Person is required by applicable law to withhold from such payment, but for which it is not responsible under this paragraph (d), the Security Trustee or such Loan Participant (as the case may be) shall repay to such Person, within ten Business Days after receipt of such Person’s written demand therefor, the amount which such Person was required to withhold. (viii) If any party hereto determines that any withholding Tax is required by applicable law to be withheld from any amount payable to the Security Trustee or any Loan Participant pursuant to any Operative Document for which the Borrower is responsible under paragraph (d)(i) of this Schedule III, the party making such determination shall give written notice thereof to the other parties hereto and to the affected Tax Indemnitees, and if requested by the Borrower in writing, each other party hereto and the affected Tax Indemnitees, at the cost and expense of the Borrower, shall use commercially reasonable efforts to take appropriate action to eliminate or minimize the Borrower’s indemnity liability or gross-up obligation under this Schedule III for such withholding Taxes, provided that no such Person shall be obligated to accept any amendment of any Operative Document or to take any other action if such amendment or other action might in such Person’s sole discretion be adverse to it. In addition, without limiting the foregoing, if a Loan Participant determines that any withholding Tax is required by applicable law to be withheld from any amount payable pursuant to a Hedge Transaction for which the Borrower is responsible under paragraph (d)(i) of this Schedule III, such Loan Participant shall give written notice thereof to the Borrower, the counterparty to the Hedge Transaction and any other Loan Participant (if any), and (if permitted by applicable law) the Borrower shall have the right to replace the party to the Hedge Transaction that is not eligible for an exemption from withholding Tax (if doing so would eliminate or reduce such withholding Tax) with a bank or financial institution that is acceptable to the remaining counterparty to the Hedge Transaction (on terms and conditions reasonably acceptable to the remaining party and without recourse to the party that is replaced); provided, further, that if the Borrower determines to so replace such a party to a Hedge Transaction, the Borrower shall provide written notice to the counterparty to the Hedge Transaction, Transaction and all of the Loan Participants and the Security Trustee and shall be responsible for the costs and expenses in connection with the same (including, without limitation, any Hedge Breakage Loss)same. (ix) Notwithstanding anything to the contrary in this Agreement, the Borrower shall have no obligation to make a payment to any Tax Indemnitee under paragraph (d)(i) above with respect to any Taxes imposed on amounts payable to such Tax Indemnitee at the time such Tax Indemnitee becomes a party to this Agreement, except to the extent that the Borrower was required to make a payment under paragraph (d)(i) above in respect of such Taxes to or for the benefit of such Tax Indemnitee’s transferor or assignor (if any) at the time of assignment.

Withholding on Payments. (i) All amounts payable by or on behalf of the Borrower pursuant to the Operative Documents and all amounts payable to any Loan Participant under a Hedge Transaction shall be free of withholding on account of any Taxes, unless such withholding is required by applicable law. If any Tax is required to be withheld from any such amount payable by the Borrower to or for the benefit of a Tax Indemnitee under any Operative Document, or payable by a Hedge Transaction Counterparty to or for the benefit of a Loan Participant under a Hedge Transaction, the Borrower (A) shall, subject to the exceptions set forth below in paragraphs (d)(ii), (v) ), and (ix), pay an additional amount such that the net amount actually or constructively received by such Tax Indemnitee will, after such withholding (including withholding from any additional amount payable pursuant to this sentence), equal the full amount of the payment then due, (B) shall pay, or cause to be paid, to the relevant Tax authority the full amount required to be withheld (including the full amount required to be withheld from any additional amount paid pursuant to this sentence) in accordance with applicable law, and (C) shall furnish to the affected Tax Indemnitee and the Security Trustee as soon as practicable an official receipt (or a certified copy thereof) if reasonably obtainable or such other documentation as is reasonably obtainable and reasonably acceptable to such Tax Indemnitee evidencing payment of the withheld Tax. [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (ii) Notwithstanding anything to the contrary in this Agreement, the Borrower shall not be required to pay any additional amounts to a Tax Indemnitee under paragraph (d)(i) of this Schedule III in respect of its Excluded Taxes. (iii) Each Non-U.S. Loan Participant shall deliver to the Borrower and the Security Trustee Initial Loan Participant on the date of the Facility Agreement (or, if such Non-U.S. Loan Participant becomes a Loan Participant after the date of the Facility Agreement, on the date on which such Non-U.S. Loan Participant becomes a Loan Participant) a properly completed and duly signed Internal Revenue Service Form X-0XXX, X-0XXX or W-8EXP (or applicable successor form) evidencing such Loan Participant’s entitlement to a complete exemption from or to a reduced rate of United States withholding Taxes on interest and all other amounts payable to such Loan Participant pursuant to the Operative Documents. Each Loan Participant that is a “United States person” (as defined in Section 7701(a)(30) of the Code), but is not a Person described in Section 6049(b)(4) of the Code, shall deliver to the Borrower and the Security Trustee Initial Loan Participant on the date of this Agreement (or, if such Loan Participant becomes a Loan Participant after the date of this Agreement, on the date on which such Loan Participant becomes a Loan Participant) ), and the Security Trustee Initial Loan Participant shall deliver to the Borrower on the date of this Agreement Agreement, a properly completed and duly signed Internal Revenue Service Form W-9 (or applicable successor form), evidencing such Loan Participant’s or the Security Trustee’s, as the case may be, entitlement to a complete exemption from United States back-up withholding Taxes on interest and all other amounts payable to such Loan Participant or the Security Trustee, as the case may be, pursuant to the Operative Documents. If a Non-U.S. Loan Participant shall be effecting a Hedge Transaction with a U.S. Hedge Transaction Counterparty, such Non-U.S. Loan Participant shall deliver to such Hedge Transaction Counterparty on the date of the relevant Hedge Transaction a properly completed and duly signed Internal Revenue Service Form X-0XXX, X-0XXX or W-8EXP (or applicable successor form) evidencing such Non-U.S. Loan Participant’s entitlement to a complete exemption from or to a reduced rate of United States withholding Taxes on interest and all other amounts payable to such Loan Participant pursuant to the Hedge Transaction. If a Loan Participant that is a “United States person” (as defined in Section 7701(a)(30) of the Code), but is not a Person described in Section 6049(b)(4) of the Code, shall be effecting a Hedge Transaction with a U.S. Hedge Transaction Counterparty, such Loan Participant shall deliver to such Hedge Transaction Counterparty on the date of the relevant Hedge Transaction a properly completed and duly signed Internal Revenue Service Form W-9 (or applicable successor form), evidencing such Loan Participant’s entitlement to a complete exemption from United States withholding Taxes on interest and all other amounts payable to such Loan Participant pursuant to the Hedge Transaction. In addition, and without limiting the foregoing, the Security Trustee Loan Participant shall act as the withholding agent for any Taxes required to be withheld pursuant to this Agreement and shall be responsible for satisfying all governmental filings and information requirements in connection therewith, including, without limitation, preparing and filing Internal Revenue Service Forms 1042 and 1042S 1042-S (or any similar or successor forms), as well as any governmental filings . [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and information requirements in connection therewithfiled separately with the Securities and Exchange Commission. (iv) If any Internal Revenue Service form delivered by the Security Trustee or any Loan Participant pursuant to this paragraph (d) expires or becomes inaccurate or obsolete, the Security Trustee or such Loan Participant (as the case may be) shall deliver to the Borrower and the Security Trustee Initial Loan Participant (or, in the case of the Initial Loan Participant, the Initial Loan Participant shall deliver to the Borrower) a replacement Internal Revenue Service form (or applicable successor form). (v) For the avoidance of doubt, the Borrower shall not be required to pay any additional amounts to a Tax Indemnitee under paragraph (d)(i) of this Schedule III if such Tax Indemnitee shall have failed to satisfy the requirements of paragraph (d)(iii) or (d)(iv) of this Schedule III, as the case may be; provided that if a Non-U.S. Loan Participant shall have satisfied the requirements of paragraph (d)(iii) of this Schedule III on the date such Non-U.S. Loan Participant becomes party to this Agreement, nothing in this paragraph (d)(v) shall relieve the Borrower of its obligation to pay any additional amounts pursuant to paragraph (d)(i) in the event that, as a result of a Change in Law, such Non-U.S. Loan Participant is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Loan Participant is not subject to withholding. (vi) The Security Trustee and each Each Loan Participant agrees (and each other Loan Participant, by its execution hereof and by acceptance of the assignment of the Loan, shall be deemed to agree) to indemnify and hold harmless on an After-Tax Basis each of the Loan Participants, the Security Trustee Participants and the Borrower, within 30 days after receipt of written demand therefor, for all liabilities, losses, costs and expenses paid or incurred by the Loan Participants, the Security Trustee Participants or the Borrower (as the case may be) as a result of its failure to comply with the provisions of this paragraph (d) or the inaccuracy of any Internal Revenue Service form delivered by it pursuant to this paragraph (d). (vii) If the Borrower or the Security Trustee fails to withhold from any payment to a Loan Participant pursuant to this Agreement or any Operative Document any Tax which such Person is required by applicable law to withhold from such payment, but for which it is not responsible under this paragraph (d), the Security Trustee or such Loan Participant (as the case may be) shall repay to such Person, within ten Business Days after receipt of such Person’s written demand therefor, the amount which such Person was required to withhold. (viii) If any party hereto determines that any withholding Tax is required by applicable law to be withheld from any amount payable to the Security Trustee or any Loan Participant pursuant to any Operative Document for which the Borrower is responsible under paragraph (d)(i) of this Schedule III, the party making such determination shall give written notice thereof to the other parties hereto and to the affected Tax Indemnitees, and if requested by the Borrower in writing, each other party hereto and the affected Tax Indemnitees, at the cost and expense of the Borrower, shall use commercially reasonable efforts to take appropriate action to eliminate or minimize the Borrower’s indemnity liability or gross-up obligation under this Schedule III for such withholding Taxes, provided that no such Person shall be obligated to accept any amendment of any [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Operative Document or to take any other action if such amendment or other action might in such Person’s sole discretion be adverse to it. In addition, without limiting the foregoing, if a Loan Participant determines that any withholding Tax is required by applicable law to be withheld from any amount payable pursuant to a Hedge Transaction for which the Borrower is responsible under paragraph (d)(i) of this Schedule III, such Loan Participant shall give written notice thereof to the Borrower, the counterparty to the Hedge Transaction and any other Loan Participant (if any), and (if permitted by applicable law) the Borrower shall have the right to replace the party to the Hedge Transaction that is not eligible for an exemption from withholding Tax (if doing so would eliminate or reduce such withholding Tax) with a bank or financial institution that is acceptable to the remaining counterparty to the Hedge Transaction (on terms and conditions reasonably acceptable to the remaining party and without recourse to the party that is replaced); provided, further, that if the Borrower determines to so replace such a party to a Hedge Transaction, the Borrower shall provide written notice to the counterparty to the Hedge Transaction, Transaction and all of the Loan Participants and the Security Trustee and shall be responsible for the costs and expenses in connection with the same (including, without limitation, any Hedge Breakage Loss)same. (ix) Notwithstanding anything to the contrary in this Agreement, the Borrower shall have no obligation to make a payment to any Tax Indemnitee under paragraph (d)(i) above with respect to any Taxes imposed on amounts payable to such Tax Indemnitee at the time such Tax Indemnitee becomes a party to this Agreement, except to the extent that the Borrower was required to make a payment under paragraph (d)(i) above in respect of such Taxes to or for the benefit of such Tax Indemnitee’s transferor or assignor (if any) at the time of assignment.

Withholding on Payments. (i) All amounts payable by or on behalf of the Borrower pursuant to the Operative Documents and all amounts payable to any Loan Participant under a Hedge Transaction shall be free of withholding on account of any Taxes, unless such withholding is required by applicable law. If any Tax is required to be withheld from any such amount payable by the Borrower to or for the benefit of a Tax Indemnitee under any Operative Document, or payable by a Hedge Transaction Counterparty to or for the benefit of a Loan Participant under a Hedge Transaction, the Borrower (A) shall, subject to the exceptions set forth below in paragraphs (d)(ii), (v) and (ix), pay an additional amount such that the net amount actually or constructively received by such Tax Indemnitee will, after such withholding (including withholding from any additional amount payable pursuant to this sentence), equal the full amount of the payment then due, (B) shall pay, or cause to be paid, to the relevant Tax authority the full amount required to be withheld (including the full amount required to be withheld from any additional amount paid pursuant to this sentence) in accordance with applicable law, and (C) shall furnish to the affected Tax Indemnitee and the Security Trustee as soon as practicable an official receipt (or a certified copy thereof) if reasonably obtainable or such other documentation as is reasonably obtainable and reasonably acceptable to such Tax Indemnitee evidencing payment of the withheld Tax. [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (ii) Notwithstanding anything to the contrary in this Agreement, the Borrower shall not be required to pay any additional amounts to a Tax Indemnitee under paragraph (d)(i) of this Schedule III in respect of its Excluded Taxes. (iii) Each Non-U.S. Loan Participant shall deliver to the Borrower and the Security Trustee on the date of the Facility Agreement (or, if such Non-U.S. Loan Participant becomes a Loan Participant after the date of the Facility Agreement, on the date on which such Non-U.S. Loan Participant becomes a Loan Participant) a properly completed and duly signed Internal Revenue Service Form X-0XXX, X-0XXX or W-8EXP (or applicable successor form) evidencing such Loan Participant’s entitlement to a complete exemption from or to a reduced rate of United States withholding Taxes on interest and all other amounts payable to such Loan Participant pursuant to the Operative Documents. Each Loan Participant that is a “United States person” (as defined in Section 7701(a)(30) of the Code), but is not a Person described in Section 6049(b)(4) of the Code, shall deliver to the Borrower and the Security Trustee on the date of this Agreement (or, if such Loan Participant becomes a Loan Participant after the date of this Agreement, on the date on which such Loan Participant becomes a Loan Participant) and the Security Trustee shall deliver to the Borrower on the date of this Agreement a properly completed and duly signed Internal Revenue Service Form W-9 (or applicable successor form), evidencing such Loan Participant’s or the Security Trustee’s, as the case may be, entitlement to a complete exemption from United States back-up withholding Taxes on interest and all other amounts payable to such Loan Participant or the Security Trustee, as the case may be, pursuant to the Operative Documents. If a Non-U.S. Loan Participant shall be effecting a Hedge Transaction with a U.S. Hedge Transaction Counterparty, such Non-U.S. Loan Participant shall deliver to such Hedge Transaction Counterparty on the date of the relevant Hedge Transaction a properly completed and duly signed Internal Revenue Service Form X-0XXX, X-0XXX or W-8EXP (or applicable successor form) evidencing such Non-U.S. Loan Participant’s entitlement to a complete exemption from or to a reduced rate of United States withholding Taxes on interest and all other amounts payable to such Loan Participant pursuant to the Hedge Transaction. If a Loan Participant that is a “United States person” (as defined in Section 7701(a)(30) of the Code), but is not a Person described in Section 6049(b)(4) of the Code, shall be effecting a Hedge Transaction with a U.S. Hedge Transaction Counterparty, such Loan Participant shall deliver to such Hedge Transaction Counterparty on the date of the relevant Hedge Transaction a properly completed and duly signed Internal Revenue Service Form W-9 (or applicable successor form), evidencing such Loan Participant’s entitlement to a complete exemption from United States withholding Taxes on interest and all other amounts payable to such Loan Participant pursuant to the Hedge Transaction. In addition, and without limiting the foregoing, the Security Trustee shall be responsible for preparing and filing Internal Revenue Service Forms 1042 and 1042S (or any similar or successor forms), as well as any governmental filings and information requirements in connection therewith. [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (iv) If any Internal Revenue Service form delivered by the Security Trustee or any Loan Participant pursuant to this paragraph (d) expires or becomes inaccurate or obsolete, the Security Trustee or such Loan Participant (as the case may be) shall deliver to the Borrower and the Security Trustee a replacement Internal Revenue Service form (or applicable successor form). (v) For the avoidance of doubt, the Borrower shall not be required to pay any additional amounts to a Tax Indemnitee under paragraph (d)(i) of this Schedule III if such Tax Indemnitee shall have failed to satisfy the requirements of paragraph (d)(iii) or (d)(iv) of this Schedule III, as the case may be; provided that if a Non-U.S. Loan Participant shall have satisfied the requirements of paragraph (d)(iii) of this Schedule III on the date such Non-U.S. Loan Participant becomes party to this Agreement, nothing in this paragraph (d)(v) shall relieve the Borrower of its obligation to pay any additional amounts pursuant to paragraph (d)(i) in the event that, as a result of a Change in Law, such Non-U.S. Loan Participant is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Loan Participant is not subject to withholding. (vi) The Security Trustee and each Loan Participant agrees (and each other Loan Participant, by its execution hereof and by acceptance of the assignment of the Loan, shall be deemed to agree) to indemnify and hold harmless on an After-Tax Basis each of the Loan Participants, the Security Trustee and the Borrower, within 30 days after receipt of written demand therefor, for all liabilities, losses, costs and expenses paid or incurred by the Loan Participants, the Security Trustee or the Borrower (as the case may be) as a result of its failure to comply with the provisions of this paragraph (d) or the inaccuracy of any Internal Revenue Service form delivered by it pursuant to this paragraph (d). (vii) If the Borrower or the Security Trustee fails to withhold from any payment to a Loan Participant pursuant to this Agreement or any Operative Document any Tax which such Person is required by applicable law to withhold from such payment, but for which it is not responsible under this paragraph (d), the Security Trustee or such Loan Participant (as the case may be) shall repay to such Person, within ten Business Days after receipt of such Person’s written demand therefor, the amount which such Person was required to withhold. (viii) If any party hereto determines that any withholding Tax is required by applicable law to be withheld from any amount payable to the Security Trustee or any Loan Participant pursuant to any Operative Document for which the Borrower is responsible under paragraph (d)(i) of this Schedule III, the party making such determination shall give written notice thereof to the other parties hereto and to the affected Tax Indemnitees, and if requested by the Borrower in writing, each other party hereto and the affected Tax Indemnitees, at the cost and expense of the Borrower, shall use commercially reasonable efforts to take appropriate action to eliminate or minimize [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. the Borrower’s indemnity liability or gross-up obligation under this Schedule III for such withholding Taxes, provided that no such Person shall be obligated to accept any amendment of any Operative Document or to take any other action if such amendment or other action might in such Person’s sole discretion be adverse to it. In addition, without limiting the foregoing, if a Loan Participant determines that any withholding Tax is required by applicable law to be withheld from any amount payable pursuant to a Hedge Transaction for which the Borrower is responsible under paragraph (d)(i) of this Schedule III, such Loan Participant shall give written notice thereof to the Borrower, the counterparty to the Hedge Transaction and any other Loan Participant (if any), and (if permitted by applicable law) the Borrower shall have the right to replace the party to the Hedge Transaction that is not eligible for an exemption from withholding Tax (if doing so would eliminate or reduce such withholding Tax) with a bank or financial institution that is acceptable to the remaining counterparty to the Hedge Transaction (on terms and conditions reasonably acceptable to the remaining party and without recourse to the party that is replaced); provided, further, that if the Borrower determines to so replace such a party to a Hedge Transaction, the Borrower shall provide written notice to the counterparty to the Hedge Transaction, all of the Loan Participants and the Security Trustee and shall be responsible for the costs and expenses in connection with the same (including, without limitation, any Hedge Breakage Loss). (ix) Notwithstanding anything to the contrary in this Agreement, the Borrower shall have no obligation to make a payment to any Tax Indemnitee under paragraph (d)(i) above with respect to any Taxes imposed on amounts payable to such Tax Indemnitee at the time such Tax Indemnitee becomes a party to this Agreement, except to the extent that the Borrower was required to make a payment under paragraph (d)(i) above in respect of such Taxes to or for the benefit of such Tax Indemnitee’s transferor or assignor (if any) at the time of assignment.