Common use of Withholding Tax Clause in Contracts

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent), the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.14. The agreements in this Section 9.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this Agreement.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Credit Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any authority of the United States or other Governmental Authority jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or delivered, was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective)) or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such payment, such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation of any applicable Credit Party to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and interest, together with all expenses (incurred, including legal expenses, allocated internal staff costs and out-of-any out of pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Credit Document against any amount due to the Administrative Agent under this Section 9.1412.10. The agreements in this Section 9.14 12.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.1412.10, include any L/C the term Lender includes the Letter of Credit Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementSwingline Lender.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Credit Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any authority of the United States or other Governmental Authority jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or delivered, was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective)) or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such payment, such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation of any applicable Credit Party to do so), fully for all amounts paid, directly or indirectly, by the Administrative Agent or as Tax or otherwise, including any penalties, additions to Tax or interest and interest, together with all expenses (incurred, including legal expenses, allocated internal staff costs and out-of-any out of pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Credit Document against any amount due to the Administrative Agent under this Section 9.1412.10. The agreements in this Section 9.14 12.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) for purposes of this Section 12.10, the term “Lender” shall, for purposes includes the Swingline Lender and the Letter of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementCredit Issuers.

Withholding Tax. To the extent required by any applicable Requirements of Law (as determined in good faith by the Administrative Agentincluding for this purpose, pursuant to any agreements entered into with a Governmental Authority), the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service IRS or any other authority of the United States or other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully (to the extent that the Administrative Agent has not already been reimbursed by the Loan Parties and without limiting the obligation of the Loan Parties to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penaltiesinterest, additions to Tax or interest and penalties thereto, together with all expenses (incurred, including legal expenses, allocated internal costs expenses and any other out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the an Administrative Agent shall be conclusive deemed presumptively correct absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.148.06. The agreements in this Section 9.14 8.06 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligations. For Unless required by applicable laws, at no time shall the avoidance Administrative Agent have any obligation to file for or otherwise pursue on behalf of doubt, (1) a Lender any refund of Taxes withheld or deducted from funds paid for the term “account of such Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this Agreement.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service Service, the Canada Revenue Agency or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.14. The agreements in this Section 9.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and any Swing Line Lender and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties Borrowers or any Guarantor under Section 3.01 or any other provision of this Agreement.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)law, the Administrative Agent may deduct or shall withhold from any payment to any Lender under any Loan Document an amount equivalent equal to any applicable withholding Tax. If the Internal Revenue Service IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts any amount paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully (to the extent that the Administrative Agent has not already been reimbursed by the Borrower and without limiting or expanding the obligation of the Borrower to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and thereon, together with all expenses (incurred, including legal expenses, allocated internal costs expenses and any out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 9.14Article 9. The agreements in this Section 9.14 Article 9 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Revolving Loans and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this Agreement. Unless required by applicable laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender any refund of Taxes withheld or deducted from funds paid for the account of such Lender.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent), the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the Internal Revenue Service provisions of Section 5.8 [Taxes], each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after demand therefor, all Taxes and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority asserts Official Body as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any such Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.1410.12 [Withholding Tax]. The agreements in this Section 9.14 10.12 [Withholding Tax] shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.1410.12 [Withholding Tax], include any L/C Issuer Issuing Lender and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementSwingline Lender.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)law, the Administrative an Agent may deduct or shall withhold from any payment to any Lender under any Loan Document an amount equivalent equal to any applicable withholding Tax. If the Internal Revenue Service IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts any amount paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully (to the extent that the Agent has not already been reimbursed by the Borrower and without limiting or expanding the obligation of the Borrower to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax tax or otherwise, including any penalties, additions to Tax or interest and thereon, together with all expenses (incurred, including legal expenses, allocated internal costs expenses and any out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Government Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 9.14Agent. The agreements in this Section 9.14 10.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Loans and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this Agreement.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.14. The agreements in this Section 9.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and any Swing Line Lender and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties Borrower or any Guarantor under Section 3.01 or any other provision of this Agreement.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)law, the Administrative an Agent may deduct or shall withhold from any payment to any Lender under any Loan Document an amount equivalent equal to any applicable withholding Tax. If the Internal Revenue Service IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts any amount paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully (to the extent that the Agent has not already been reimbursed by the Borrower and without limiting or expanding the obligation of the Borrower to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax tax or otherwise, including any penalties, additions to Tax or interest and thereon, together with all expenses (incurred, including legal expenses, allocated internal costs expenses and any out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 9.149.12. The agreements in this Section 9.14 9.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Term Loans and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this Agreement. Unless required by applicable laws, at no time shall the Agent have any obligation to file for or otherwise pursue on behalf of a Lender any refund of Taxes withheld or deducted from funds paid for the account of such Lender.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Credit Document an amount equivalent to any applicable withholding Tax. If the Canada Revenue Agency or Internal Revenue Service or any authority of Canada or the United States or other Governmental Authority jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, because the appropriate form was not delivered or delivered, was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective)) or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such payment, such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation of any applicable Credit Party to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and interest, together with all expenses (incurred, including legal expenses, allocated internal staff costs and out-of-any out of pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Credit Document against any amount due to the Administrative Agent under this Section 9.1412.10. The agreements in this Section 9.14 12.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementObligations.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent), the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the Internal Revenue Service provisions of Section 5.8 [Taxes], each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority asserts Official Body as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any such Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.1410.12 [Withholding Tax]. The agreements in this Section 9.14 10.12 [Withholding Tax] shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.1410.12 [Withholding Tax], include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementIssuing Lender.

Withholding Tax. To the extent required by any applicable Law Laws (as determined in good faith by the Administrative Agent), the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the Internal Revenue Service provisions of Section 3.01, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any such Lender for any reason (including because the appropriate form documentation was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurredin each case, whether or not such Tax was Taxes were correctly or legally imposed or asserted by the relevant Governmental Authorityasserted. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.1410.13. The agreements in this Section 9.14 10.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement Lender and the repayment, satisfaction or discharge of all other obligationsthe Termination Conditions. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.1410.13, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementIssuer.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority Body asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, and shall make payable in respect thereof within ten (10) days after demand therefore including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental AuthorityBody. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.14. The agreements in this Section 9.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties Borrower or any Guarantor under Section 3.01 or any other provision of this Agreement.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, and shall make payable in respect thereof within ten (10) days after demand therefore including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.14. The agreements in this Section 9.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties Borrower or any Guarantor under Section 3.01 or any other provision of this Agreement.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)law, the Administrative Agent may deduct or shall withhold from any payment to any Lender under any Loan Document an amount equivalent equal to any applicable withholding Tax. If the Internal Revenue Service IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts any amount paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully (to the extent that the Agent has not already been reimbursed by the Company and without limiting or expanding the obligation of the Company to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax tax or otherwise, including any penalties, additions to Tax or interest and thereon, together with all expenses (incurred, including legal expenses, allocated internal costs expenses and any out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Government Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 9.14Article 9. The agreements in this Section 9.14 Article 9 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Loans and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this Agreement. Unless required by applicable laws, at no time shall the Agent have any obligation to file for or otherwise pursue on behalf of a Lender any refund of Taxes withheld or deducted from funds paid for the account of such Lender.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent), the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off setoff and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.14. The agreements in this Section 9.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this Agreement.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Law, the Administrative Agent or Revolver Agent, as applicable, may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent or Revolver Agent, as applicable, did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent or Revolver Agent, as applicable, of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent or Revolver Agent, as applicable, fully for all amounts paid, directly or indirectly, by the Administrative Agent or Revolver Agent, as applicable, as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent or Revolver Agent, as applicable, shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent or Revolver Agent, as applicable, to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent or Revolver Agent, as applicable, under this Section 9.14. The agreements in this Section 9.14 shall survive the resignation and/or replacement of the Administrative Agent or Revolver Agent, as applicable, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties Borrower or any Guarantor under Section 3.01 or any other provision of this Agreement.

Withholding Tax. To the extent required by any applicable Requirements of Law (as determined in good faith by the Administrative Agentincluding for this purpose, pursuant to any agreements entered into with a Governmental Authority), the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service IRS or any other authority of the United States or other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully (to the extent that the Administrative Agent has not already been reimbursed by the Loan Parties and without limiting the obligation of the Loan Parties to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penaltiesinterest, additions to Tax or interest and penalties thereto, together with all expenses (incurred, including legal expenses and any other out‑of‑pocket expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the an Administrative Agent shall be conclusive deemed presumptively correct absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.148.06. The agreements in this Section 9.14 8.06 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligations. For Unless required by applicable laws, at no time shall the avoidance Administrative Agent have any obligation to file for or otherwise pursue on behalf of doubt, (1) a Lender any refund of Taxes withheld or deducted from funds paid for the term “account of such Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this Agreement.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Credit Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or delivered, was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective)) whether or not such claim is correctly or legally asserted, or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such payment, such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation of any applicable Credit Party to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and interest, together with all expenses (incurred, including legal expenses, allocated internal staff costs and out-of-any out of pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Credit Document against any amount due to the Administrative Agent under this Section 9.1412.10. The agreements in this Section 9.14 12.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.1412.10, include any L/C the term Lender includes the Letter of Credit Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementSwingline Lender.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Applicable Law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the Internal Revenue Service provisions of Section 2.18, each Lender shall indemnify and hold harmless the Administrative Agent against, within 10 days after written demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.148.14. The agreements in this Section 9.14 8.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Revolver Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) for purposes of this Section 8.14, the term “Lender” shall, for purposes of this Section 9.14, include includes any L/C Issuer Issuing Bank and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementSwingline Lender.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Requirement of Law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service IRS or any authority of the United States or any other Governmental Authority jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form documentation was not delivered or delivered, was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Loan Party and without limiting the obligation of any applicable Loan Party to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, fines, additions to Tax or interest and interest, together with all expenses (incurred, including legal expenses, allocated internal staff costs and out-of-any out of pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or Agreement, any other Loan Document or otherwise against any amount due to the Administrative Agent under this Section 9.148.13. For purposes of this Section 8.13, the term “Lender” includes any Issuing Bank. The agreements in this Section 9.14 8.13 shall survive the resignation and/or replacement of the Administrative Agent, the Collateral Agent or any assignment of rights byIssuing Bank, or the replacement of, a of any Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all the other obligations. For Obligations and the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision termination of this Agreement.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority Body asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form documentation was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall shall, within ten (10) days after written demand therefor, indemnify and hold harmless the Administrative Agent fully (to the extent that the Administrative Agent has not already been reimbursed by any Loan Party pursuant to Section 2.15) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax Taxes or otherwise, including any penalties, additions to Tax or interest and together with all expenses (incurred, including legal expenses, allocated internal costs expenses and any other out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental AuthorityBody. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.148.17. The agreements in this Section 9.14 8.17 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement Lender and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementObligations.

Withholding Tax. To the extent required by any applicable Requirements of Law (as determined in good faith by the Administrative Agent), the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Credit Document an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the Internal Revenue Service provisions of Section 2.16, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any such Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Credit Document against any amount due the Administrative Agent under this Section 9.148.12. The agreements in this Section 9.14 8.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.148.12, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementIssuing Lender.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the applicable Administrative Agent), the applicable Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the Internal Revenue Service provisions of Section 5.9 [Taxes], each Lender shall indemnify and hold harmless the applicable Administrative Agent against, and shall make payable in respect thereof within 10 days after demand therefor, all Taxes and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the applicable Administrative Agent) incurred by or asserted against such Administrative Agent by the IRS or any other Governmental Authority asserts Official Body as a claim that result of the failure of such Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any such Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the such Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the applicable Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the applicable Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the such Administrative Agent under this Section 9.1410.12 [Withholding Tax]. The agreements in this Section 9.14 10.12 [Withholding Tax] shall survive the resignation and/or replacement of the applicable Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.1410.12 [Withholding Tax], include any L/C Issuer Issuing Lender and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementSwingline Lender.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffectiveineffective or for any other reason), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.14. The agreements in this Section 9.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and any Swing Line Lender and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties Borrowers or any Guarantor under Section 3.01 or any other provision of this Agreement.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Requirements of Law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any authority of the United States or other Governmental Authority jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or delivered, was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax tax or otherwise, including any penaltiespenalties and interest, additions to Tax or interest and together with all expenses (incurred, including legal expenses, allocated internal staff costs and out-of-any out of pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Credit Document against any amount due the Administrative Agent under this Section 9.1413.10. The agreements in this Section 9.14 13.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.1413.10, include any L/C Letter of Credit Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementSwingline Lender.

Withholding Tax. To the extent required by any applicable Law law (as determined in good faith by the Administrative Agent), the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Taxtax. If the Internal Revenue Service IRS or any other Governmental Authority of any jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or delivered, was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) fully for for, and shall make payable in respect thereof within 30 days after demand therefor, all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penaltiespenalties and interest, additions to Tax or interest and together with all expenses (incurred, including legal expenses, allocated internal staff costs and out-of-any out of pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.148.11. The agreements in this Section 9.14 8.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance purposes of doubtthis Section 8.11, (1) the term “Lender” shall, for purposes of this Section 9.14, include includes any L/C Issuer Issuing Bank and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementSwingline Lender.

Withholding Tax. To the extent required by any applicable Law law (as determined in good faith by the Administrative Agent), the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Taxtax. If the Internal Revenue Service IRS or any other Governmental Authority of any jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or delivered, was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) fully for for, and shall make payable in respect thereof within 30 days after demand therefor, all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penaltiespenalties and interest, additions to Tax or interest and together with all expenses (incurred, including legal expenses, allocated internal staff costs and out-of-any out of pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.148.11. The agreements in this Section 9.14 8.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementObligations.

Withholding Tax. To the extent required by any applicable Law law (as determined in good faith by the Administrative Agent), the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Credit Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any authority of the United States or other Governmental Authority jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or delivered, was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective)) or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such payment, such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation of any applicable Credit Party to do so), within 10 days after demand therefor, fully for all amounts paid, directly or indirectly, by the Administrative Agent or as Tax or otherwise, including any penalties, additions to Tax or interest and interest, together with all expenses (incurred, including legal expenses, allocated internal staff costs and out-of-any out of pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Credit Document against any amount due to the Administrative Agent under this Section 9.1412.10. The agreements in this Section 9.14 12.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementObligations.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Requirement of Law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document or Issuing Bank an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any authority of the United States or other Governmental Authority jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender or Issuing Bank for any reason (including because the appropriate form was not delivered or delivered, was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective), whether or not such Taxes were correctly or legally imposed or asserted by such authority, such Lender or Issuing Bank shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Loan Party and without limiting the obligation of any applicable Loan Party to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, fines, additions to Tax or interest and interest, together with all expenses (incurred, including legal expenses, allocated internal staff costs and out-of-any out of pocket expenses) incurred, whether . Each Lender and Issuing Bank hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or not such Tax was correctly Issuing Bank under this Agreement or legally imposed or asserted by any other Loan Document against any amount due to the relevant Governmental AuthorityAdministrative Agent under this Section 8.13. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.14. The agreements set forth in this Section 9.14 8.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a LenderLender or Issuing Bank, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementObligations.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document or the Issuing Bank an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority authority of the United States or any other jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax tax from amounts paid to or for the account of any Lender for any reason or Issuing Bank (including because the appropriate form was not delivered or delivered, was not properly executed executed, or because such Lender or Issuing Bank failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective, or for any other reason), such Lender or Issuing Bank shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by a Loan Party and without limiting the obligation of the Loan Parties to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and interest, together with all expenses (incurred, including legal expenses, allocated internal staff costs and out-of-any out of pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authorityasserted. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.14. The agreements in this Section 9.14 clause shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a LenderLender or Issuing Bank, the termination of this the Agreement and the repayment, satisfaction or discharge of all other obligationsObligations. For Each Lender and Issuing Bank hereby authorizes the avoidance of doubt, (1) the term “Lender” shall, for purposes of Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or Issuing Bank under this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 Agreement or any other provision of Loan Document against any amount due the Administrative Agent under this AgreementSection 11.11.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Applicable Law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the Internal Revenue Service provisions of Section 3.7, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after demand therefor, all Taxes and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts any amount paid to or for the account of any such Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or Agreement, any other Loan Document or otherwise against any amount due the Administrative Agent under this Section 9.1411.10. The agreements in this Section 9.14 11.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) the term a “Lender” shall, for purposes of this Section 9.1411.10, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementIssuing Bank.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Credit Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any authority of the United States or other Governmental Authority jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, because the appropriate form was not delivered or delivered, was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective)) or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such payment, such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation of any applicable Credit Party to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and interest, together with all expenses (incurred, including legal expenses, allocated internal staff costs and out-of-any out of pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Credit Document against any amount due to the Administrative Agent under this Section 9.1412.10. The agreements in this Section 9.14 12.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.1412.10, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations term Lender includes the Letter of the Loan Parties under Section 3.01 or any other provision of this AgreementCredit Issuer.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.14. The agreements in this Section 9.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and any Swing Line Lender and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties Borrower or any Guarantor under Section 3.01 or any other provision of this Agreement.

Withholding Tax. To the extent required by any applicable Law Laws (as determined in good faith by the Administrative Agent), the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the Internal Revenue Service provisions of Section 3.01, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payment in respect thereof within 10 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any such Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest demonstrable error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.149.12. The agreements in this Section 9.14 9.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.149.12, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementIssuer.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Laws, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent (but only to the extent that the Loan Parties have not already indemnified the Agent for such Taxes and without limiting the obligation of the Loan Parties to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (incurred, including legal expenses, allocated internal costs expenses and any out-of-pocket expenses) incurred, in each case, whether or not such Tax was Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement any Loan Document or otherwise payable by the Agent to the Lender from any other Loan Document source against any amount due to the Administrative Agent under this Section 9.149.13. The agreements in Each party’s obligations under this Section 9.14 9.13 shall survive the resignation and/or or replacement of the Administrative Agent, Agent or any assignment of rights by, or the replacement of, a LenderLender Party, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance purposes of doubtthis Section 9.13, (1) the term “Lender” shall, for purposes of this Section 9.14, include includes any L/C Issuer Issuing Bank and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementSwing Line Lender.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Requirements of Law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any authority of the United States or other Governmental Authority jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or delivered, was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so) and/or the Borrowers fully for all amounts paid, directly or indirectly, by the Administrative Agent or a Borrower as Tax or otherwise, including any penaltiespenalties and interest, additions to Tax or interest and together with all expenses (incurred, including legal expenses, allocated internal staff costs and out-of-any out of pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Credit Document against any amount due the Administrative Agent under this Section 9.1413.10. The agreements in this Section 9.14 13.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.1413.10, include any L/C Letter of Credit Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementSwingline Lender.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Taxtax. If Without limiting or expanding the provisions of Section 2.18, 2.19 or 2.20, each Lender shall, and does hereby, indemnify the Administrative Agent against, and shall make payable in respect thereof within thirty (30) days after demand therefor, any and all taxes, interest, additions to tax and penalties and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed property executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.149.8. The agreements in this Section 9.14 9.8 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.149.8, include any L/C Issuer Swingline Lender, any Conduit Lender and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementIssuing Lender.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent), the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.14. The agreements in this Section 9.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties Borrower or any Guarantor under Section 3.01 or any other provision of this Agreement.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, from or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully (to the extent that the Administrative Agent has not already been reimbursed by the Parent Borrower and without limiting the obligation of the Parent Borrower to do so) for all amounts paid, directly or indirectly, by the Administrative Agent Agent, as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and any other out-of-pocket expenses) incurred, whether or not such Tax was Taxes were correctly or legally imposed or asserted by the relevant Governmental Authorityasserted. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.14subsection 10.13. The agreements in this Section 9.14 subsection 10.13 shall survive the resignation and/or replacement of the Administrative Agent, Agent or any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this Agreement.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, and shall make payable in respect thereof within ten (10) days after demand therefore including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or Agreement, any other Loan Document or otherwise against any amount due the Administrative Agent under this Section 9.14. The agreements in this Section 9.14 shall survive the resignation and/or or replacement of the Administrative Agent, any assignment of rights or obligations by, or the replacement of, a Lender, the termination of this Agreement and or the Commitments or the repayment, satisfaction or discharge of all other obligationsobligations under any Loan Document. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and any Swing Line Lender and “applicable Law” includes FATCA and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties Borrower or any Guarantor under Section 3.01 or any other provision of this Agreement.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)law, the Administrative Agent may deduct or shall withhold from any payment to any Lender under any Loan Document an amount equivalent equal to any applicable withholding Tax. If the Internal Revenue Service IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts any amount paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully (to the extent that the Administrative Agent has not already been reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and thereon, together with all expenses (incurred, including legal expenses, allocated internal costs expenses and any out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 9.14Article 9. The agreements in this Section 9.14 Article 9 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Revolving Loans and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this Agreement. Unless required by applicable laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender any refund of Taxes withheld or deducted from funds paid for the account of such Lender.

Withholding Tax. To the extent required by any applicable Requirements of Law (as determined in good faith by the Administrative Agentincluding for this purpose, pursuant to any agreements entered into with a Governmental Authority), the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service IRS or any other authority of the United States or other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully (to the extent that the Administrative Agent has not already been reimbursed by the Loan Parties and without limiting the obligation of the Loan Parties to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penaltiesinterest, additions to Tax or interest and penalties thereto, together with all expenses (incurred, including legal expenses, allocated internal costs expenses and any other out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the an Administrative Agent shall be conclusive deemed presumptively correct absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.148.11. The agreements in this Section 9.14 8.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligations. For Unless required by applicable Requirements of Law, at no time shall the avoidance Administrative Agent have any obligation to file for or otherwise pursue on behalf of doubt, (1) a Lender any refund of Taxes withheld or deducted from funds paid for the term “account of such Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this Agreement.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Law, the Administrative Agent Agents may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the an Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the such Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the such Administrative Agent fully for all amounts paid, directly or indirectly, by the such Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the any Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent Agents to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the such Administrative Agent under this Section 9.14. The agreements in this Section 9.14 shall survive the resignation and/or replacement of the applicable Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties Borrower or any Guarantor under Section 3.01 or any other provision of this Agreement.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.14. The agreements in this Section 9.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties Borrowers or any Guarantor under Section 3.01 or any other provision of this Agreement.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agentincluding for this purpose, pursuant to any agreements entered into with a Governmental Authority), the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other authority of the United States or other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully (to the extent that the Administrative Agent has not already been reimbursed by the Loan Parties and without limiting the obligation of the Loan Parties to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penaltiesinterest, additions to Tax or interest and penalties thereto, together with all expenses (incurred, including legal expenses, allocated internal costs expenses and any other out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the an Administrative Agent shall be conclusive deemed presumptively correct absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.149.11. The agreements in this Section 9.14 9.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligations. For Unless required by applicable laws, at no time shall the avoidance Administrative Agent have any obligation to file for or otherwise pursue on behalf of doubt, (1) a Lender any refund of Taxes withheld or deducted from funds paid for the term “account of such Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this Agreement.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, and shall make payable in respect thereof within ten (10) days after demand therefore including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.14. The agreements in this Section 9.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1i) this Section 9.14 shall not limit or expand the obligations of the Borrowers or any Guarantor under Section 3.01 or any other provision of this Agreement and (ii) the term “Lender” shall, for purposes of this Section 9.14, 9.13 include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementSwing Line Lender.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Laws, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or executed, because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffectiveineffective or because the Lender failed to comply with the provisions of Section 10.07(e) relating to the maintenance of a Participant Register), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-of pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.149.13. The agreements in this Section 9.14 9.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1i) this Section 9.13 shall not limit or expand the obligations of the Borrowers or any Guarantor under Section 3.01 or any other provision of this Agreement and (ii) the term “Lender” shall, for purposes of this Section 9.149.13, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementSwing Line Lender.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Applicable Law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the Internal Revenue Service provisions of Section 2.18, each Lender shall indemnify and hold harmless the Administrative Agent against, within 10 days after written demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.148.14. The agreements in this Section 9.14 8.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) for purposes of this Section 8.14, the term “Lender” shall, for purposes of this Section 9.14, include includes any L/C Issuer Issuing Bank and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementSwingline Lender.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Taxtax. If Without limiting or expanding the provisions of Section 2.18, 2.19 or 2.20, each Lender shall, and does hereby, indemnify the Administrative Agent against, and shall make payable in respect thereof within 30 days after demand therefor, any and all taxes, interest, additions to tax and penalties and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed property executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.149.08. The agreements in this Section 9.14 9.08 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.149.8, include any L/C Issuer Swingline Lender, any Conduit Lender and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementIssuing Lender.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)law, the Administrative an Agent may deduct or shall withhold from any payment to any Lender under any Loan Document an amount equivalent equal to any applicable withholding Tax. If the Internal Revenue Service IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts any amount paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent, within 10 days after demand therefor (to the extent that the Agent fully has not already been reimbursed by the Borrower and without limiting or expanding the obligation of the Borrower to do so), for all amounts paid, directly or indirectly, by the Administrative Agent as Tax tax or otherwise, including any penalties, additions to Tax or interest and thereon, together with all expenses (incurred, including legal expenses and any expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 9.149.12. The agreements in this Section 9.14 9.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Term Loans and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this Agreement. Unless required by applicable laws, at no time shall the Agent have any obligation to file for or otherwise pursue on behalf of a Lender any refund of Taxes withheld or deducted from funds paid for the account of such Lender.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)laws, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the provisions of Section 3.01, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after demand therefor, all Taxes and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from any amounts paid to or for the account of any such Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was Taxes are correctly or legally imposed or asserted by the relevant Governmental Authorityasserted. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or Agreement, any other Loan Document or otherwise against any amount due the Administrative Agent under this Section 9.1410.12. The agreements in this Section 9.14 10.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) for purposes of this Section 10.12, the term “Lender” shall, for purposes of this Section 9.14, shall include any Swing Line Lender and any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementIssuer.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Taxtax. If the Internal Revenue Service or any authority of the United States or other Governmental Authority jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or delivered, was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax tax ineffective, or for any other reason), such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax tax or otherwise, including any penaltiespenalties and interest, additions to Tax or interest and together with all expenses (incurred, including legal expenses, allocated internal staff costs and out-of-any out of pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.149.11. The agreements in this Section 9.14 9.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) for purposes of this Section 9.11, the term “Lender” shall, for purposes of this Section 9.14, include any includes an L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementIssuer.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Law, the Administrative Agent may shall deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, and shall make payable in respect thereof within ten (10) days after demand therefore including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.14. The agreements in this Section 9.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and any Swing Line Lender and “applicable Law” includes FATCA and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties Borrower or any Guarantor under Section 3.01 or any other provision of this Agreement.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Requirement of Law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Taxtax. If the Internal Revenue Service or any authority of the United States or other Governmental Authority jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or delivered, was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax ineffective)from such payment, such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Loan Party and without limiting the obligation of any applicable Loan Party to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and interest, together with all expenses (incurred, including legal expenses, allocated internal staff costs and out-of-any out of pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 9.1412.10. The agreements in this Section 9.14 12.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Senior Interim Loan Commitments and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementObligations.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Credit Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any authority of the United States or other Governmental Authority jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, because the appropriate form was not delivered or delivered, was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective)) or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such payment, such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation of any applicable Credit Party to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and interest, together with all expenses (incurred, including legal expenses, allocated internal staff costs and out-of-any out of pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Credit Document against any amount due to the Administrative Agent under this Section 9.1412.10. The agreements in this Section 9.14 12.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.1412.10, include any L/C the term Lender includes the Letter of Credit Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementSwingline Lender.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Credit Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any authority of the United States or other Governmental Authority jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, because the appropriate form was not delivered or delivered, was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective)) or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such payment, such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation of any applicable Credit Party to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and interest, together with all expenses (incurred, including legal expenses, allocated internal staff costs and out-of-any out of pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Credit Document against any amount due to the Administrative Agent under this Section 9.1412.10. The agreements in this Section 9.14 12.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementObligations.

Withholding Tax. To the extent required by any applicable Law Laws (as determined in good faith by the Administrative Agent), the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the Internal Revenue Service provisions of Section 3.01, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any such Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.149.12. The agreements in this Section 9.14 9.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.149.12, include any Swing Line Lender and any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementIssuer.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)laws, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Taxtaxes. If Without limiting or expending the provisions of Section 2.17, each Lender shall indemnify and hold harmless the Administrative Agent, within 10 calendar days after demand therefore, against any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax any tax from amounts paid to or for the account of any Lender such Lenders for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the an exemption from, or reduction of, withholding Tax tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.148.16. The agreements in this Section 9.14 8.16 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of any Loans and all other obligationsamounts payable under the Loan Documents. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.148.16, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementIssuer.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.14. The agreements in this Section 9.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties Borrower or any Guarantor under Section 3.01 or any other provision of this Agreement.

Withholding Tax. (a) To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent equal to any applicable withholding Taxtax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax tax from amounts any amount paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully (to the extent that the Administrative Agent has not already been reimbursed by the Borrower and without limiting or expanding the obligation of the Borrower to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax tax or otherwise, including any penalties, additions to Tax tax or interest and thereto, together with all expenses (incurred, including legal expenses, allocated internal costs expenses and any out-of-pocket expenses) incurred, whether or not such Tax tax was correctly or legally imposed or asserted by the relevant Governmental Government Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. . (b) Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 9.14. The agreements in this Section 9.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Facility and the repayment, satisfaction or discharge of all other obligationsObligations. For Unless required by applicable Laws, at no time shall the avoidance Administrative Agent have any obligation to file for or otherwise pursue on behalf of doubt, (1) a Lender any refund of Taxes withheld or deducted from funds paid for the term “account of such Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this Agreement.

Withholding Tax. To If the extent forms or other documentation required by any applicable Law (as determined in good faith by the Section 2.4.4(f) are not delivered to Administrative Agent), the then Administrative Agent may deduct or withhold from any interest payment to any Lender under any Loan Document not providing such forms or other documentation, an amount equivalent to any the applicable withholding Tax. tax. 10.11.1 If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or delivered, was not properly executed executed, or fails to establish an exemption from, or reduction of, withholding Tax with respect to a particular type of payment, or because such Lender failed to notify the Administrative Agent of a change in circumstance that circumstances which rendered the exemption from, or reduction of, withholding Tax ineffective, or for any other reason), or Administrative Agent reasonably determined that it was required to withhold Taxes from a prior payment but failed to do so, then such Lender shall promptly indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penaltiespenalties and interest, additions to Tax or interest and together with all expenses (incurred, including legal expenses, allocated internal costs staff costs, and out-of-any out of pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such Administrative Agent may offset against any payment or liability delivered to any Lender by the Administrative Agent shall under any Credit Document, any applicable withholding Tax that was required to be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply withheld from any and all amounts at any time owing prior payment to such Lender under this Agreement or but which was not so withheld, as well as any other Loan Document against any amount due the amounts for which Administrative Agent is entitled to indemnification under this Section 9.14. The agreements in 10.11. 10.11.2 If any Lender sells, assigns, grants participation in, or otherwise transfers its rights under this Agreement, the purchaser, assignee, Participant or transferee, as applicable, shall comply and be bound by the terms of Section 2.4.4(f) and this Section 9.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a 10.11 as though it were such Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this Agreement.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Applicable Law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the Internal Revenue Service provisions of Section 3.7, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after demand therefor, all Taxes and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts any amount paid to or for the account of any such Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.1411.10. The agreements in this Section 9.14 11.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) the term a “Lender” shall, for purposes of this Section 9.1411.10, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementIssuing Bank.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Requirement of Law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent equal to any applicable withholding Tax. If the Internal Revenue Service IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts any amount paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully (to the extent that the Agent has not already been reimbursed by the Loan Parties and without limiting or expanding the obligation of the Loan Parties to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (incurred, including legal expenses, allocated internal costs expenses and any out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Government Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 9.1410.11. The agreements in this Section 9.14 10.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Aggregate Revolving Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. Unless required by a Requirement of Law, at no time shall the Agent have any obligation to file for or otherwise pursue on behalf of a Lender any refund of Taxes withheld or deducted from funds paid for the account of such Lender. For the avoidance of doubt, (1) for purposes of this Section 10.11, the term “Lender” shall, for purposes of this Section 9.14, shall include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementSwing Line Lender.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffectiveineffective or for any other reason), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.14. The agreements in this Section 9.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer Issuing Bank and any Swing Line Lender and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties Borrower or any Guarantor under Section 3.01 or any other provision of this Agreement.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Applicable Law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Taxincome, stamp or other Taxes imposed, levied, collected or assessed by any Governmental Authority. If Without limiting or expanding the Internal Revenue Service provisions of Section 5.11, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax any amounts from amounts paid payments to or for the account of any such Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of such required withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.1413.12. For purposes of this Section 13.12, the term “Lender” includes any Issuing Lender and any Swingline Lender. The agreements in this Section 9.14 13.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementObligations.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for under any reason Loan Document (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffectiveineffective or for any other reason or any failure under any Loan Document by such Lender), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, paid by the Administrative Agent as Tax or otherwiseTax, including any penalties, additions to Tax or interest and together with all reasonable expenses incurred (including legal expenses, allocated internal costs and out-of-pocket expenses) but only to the extent that any Loan Party has not already indemnified the Administrative Agent for any such Taxes or expenses incurred), whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive conclusive, absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.149.13. The agreements in this Section 9.14 9.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.149.13, include any the L/C Issuer and (2) this Section 9.14 9.13 shall not limit or expand the obligations of the Loan Parties Borrower or any Guarantor under Section 3.01 or any other provision of this Agreement.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, and shall make payable in respect thereof within ten (10) days after demand therefore including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.14. The agreements in this Section 9.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and any Swing Line Lender and “applicable Law” includes FATCA and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties Borrower or any Guarantor under Section 3.01 or any other provision of this Agreement.

Withholding Tax. To the extent required by any applicable Requirements of Law (as determined in good faith by the Administrative Agentincluding for this purpose, pursuant to any agreements entered into with a Governmental Authority), the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service IRS or any other authority of the United States or other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully (to the extent that the Administrative Agent has not already been reimbursed by the Loan Parties and without limiting the obligation of the Loan Parties to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penaltiesinterest, additions to Tax or interest and penalties thereto, together with all expenses (incurred, including legal expenses, allocated internal costs expenses and any other out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the an Administrative Agent shall be conclusive deemed presumptively correct absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.148.11. The agreements in this Section 9.14 8.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligations. Unless required by applicable Requirements of Law, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender any refund of Taxes withheld or deducted from funds paid for the account of such Lender. For the avoidance purposes of doubtthis Section 8.11, (1) the term “Lender” shall, for purposes of this Section 9.14, shall include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementIssuing Bank.

Withholding Tax. To the extent required by any applicable Law Laws (as determined in good faith by the Administrative Agent), the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the Internal Revenue Service provisions of Section 3.01, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any such Lender for any reason (including because the appropriate form documentation was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurredin each case, whether or not such Tax was Taxes were correctly or legally imposed or asserted by the relevant Governmental Authorityasserted. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.1410.13. The agreements in this Section 9.14 10.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement Lender and the repayment, satisfaction or discharge of all other obligationsthe Termination Conditions. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.1410.13, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementIssuer. Certain ERISA Matters .

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Requirements of Law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any authority of the United States or other Governmental Authority jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or delivered, was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) and/or the Borrower fully for all amounts paid, directly or indirectly, by the Administrative Agent or the Borrower as Tax or otherwise, including any penaltiespenalties and interest, additions to Tax or interest and together with all expenses (incurred, including legal expenses, allocated internal staff costs and out-of-any out of pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Credit Document against any amount due the Administrative Agent under this Section 9.1413.10. The agreements in this Section 9.14 13.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.1413.10, include any L/C Letter of Credit Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementSwingline Lender.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Credit Document against any amount due the Administrative Agent under this Section 9.1411.12. The agreements in this Section 9.14 11.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 11.12 shall not limit or expand the obligations of the Loan Parties any Credit Party under Section 3.01 5.03 or any other provision of this Agreement.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Requirements of Law, the Administrative an Agent may deduct or shall withhold from any payment to any Lender under any Loan Document an amount equivalent equal to any applicable withholding Tax. If the Internal Revenue Service IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts any amount paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully (to the extent that the Agent has not already been reimbursed by the Borrower and without limiting or expanding the obligation of the Borrower to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax tax or otherwise, including any penalties, additions to Tax or interest and thereon, together with all expenses (incurred, including legal expenses, allocated internal costs expenses and any out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 9.149.12. The agreements in this Section 9.14 9.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Term Loans and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this Agreement. Unless required by applicable Requirements of Law, at no time shall the Agent have any obligation to file for or otherwise pursue on behalf of a Lender any refund of Taxes withheld or deducted from funds paid for the account of such Lender.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agentincluding for this purpose, pursuant to any agreements entered into with a Governmental Authority), the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other authority of the United States or other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully (to the extent that the Administrative Agent has not already been reimbursed by the Loan Parties and without limiting the obligation of the Loan Parties to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penaltiesinterest, additions to Tax or interest and penalties thereto, together with all expenses (incurred, including legal expenses and any other out‑of‑pocket expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the an Administrative Agent shall be conclusive deemed presumptively correct absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.149.11. The agreements in this Section 9.14 9.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligations. For Unless required by applicable laws, at no time shall the avoidance Administrative Agent have any obligation to file for or otherwise pursue on behalf of doubt, (1) a Lender any refund of Taxes withheld or deducted from funds paid for the term “account of such Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this Agreement.

Withholding Tax. To the extent required by any applicable Law law (as determined in good faith by the Administrative Agent), the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Credit Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any authority of the United States or other Governmental Authority jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or delivered, was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective)) or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such payment, such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation of any applicable Credit Party to do so), within 10 days after demand therefor, fully for all amounts paid, directly or indirectly, by the Administrative Agent or as Tax or otherwise, including any penalties, additions to Tax or interest and interest, together with all expenses (incurred, including legal expenses, allocated internal staff costs and out-of-any out of pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Credit Document against any amount due to the Administrative Agent under this Section 9.1412.10. The agreements in this Section 9.14 12.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.1412.10, include any L/C Issuer the term Lender includes the Swingline Lender and (2) this Section 9.14 shall not limit or expand the obligations Letter of the Loan Parties under Section 3.01 or any other provision of this AgreementCredit Issuer.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Credit Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any authority of the United States or other Governmental Authority jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, because the appropriate form was not delivered or delivered, was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective)) or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such payment, such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation of any applicable Credit Party to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and interest, together with all expenses (incurred, including legal expenses, allocated internal staff costs and out-of-any out of pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Credit Document against any amount due to the Administrative Agent under this Section 9.1412.10. Notwithstanding the foregoing, unless agreed otherwise, the Administrative Agent agrees to act as the U.S. federal withholding Tax agent in respect of all amounts payable by it under the Credit Documents. The agreements in this Section 9.14 12.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.1412.10, include any L/C the term Lender includes the Letter of Credit Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementSwingline Lender.

Withholding Tax. To the extent required by any applicable Law Laws (as determined in good faith by the Administrative Agent), the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent equal to any applicable withholding Tax. If the Internal Revenue Service IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts any amount paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax tax or interest and thereto, together with all expenses (incurred, including legal expenses, allocated internal costs expenses and any out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 9.149.10. The agreements in this Section 9.14 9.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the 140812225 v1 replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) the term “Lender,” shall, for purposes of this Section 9.149.10, shall include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementSwing Line Lender.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Legal Requirements, the Administrative Agent may deduct or withhold from any interest payment to any Lender under any Loan Document an amount equivalent to any the applicable withholding Tax. tax. 9.10.1 If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or delivered, was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that circumstances which rendered the exemption from, or reduction of, withholding Tax tax ineffective), or for any other reason) or Administrative Agent has paid over to the Internal Revenue Service or other Governmental Authority applicable withholding tax relating to a payment to a Lender but no deduction has been made from such payment, then such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax tax or otherwise, including any penaltiespenalties and interest, additions to Tax or interest and together with all expenses (incurred, including legal expenses, allocated internal costs staff costs, and out-of-any out of pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Credit Document against any amount due the Administrative Agent under this Section 9.149.10.1. The agreements in obligations of the Lenders under this Section 9.14 9.10.1 shall survive the payment of all Obligations and the resignation and/or or replacement of the Administrative Agent. No Co-Borrower shall be responsible for any amounts paid or required to be paid by a Lender under this Section 9.10.1 except as set forth in Section 2.6.4. 9.10.2 If any Lender sells, any assignment of rights byassigns, grants participation in, or the replacement of, a Lenderotherwise transfers its rights under this Agreement, the termination purchaser, assignee, participant or transferee, as applicable, shall comply and be bound by the terms of this Agreement Section 2.6.5 and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this Agreement9.10 as though it were such Lender.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)law, the Administrative Agent may deduct or withhold from any payment to any Lender under or any Loan Document Issuing Lender an amount equivalent to any applicable withholding Taxtax. If the Internal Revenue Service or any other Governmental Authority authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax tax from amounts paid to or for the account of any Lender or any Issuing Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender or any Issuing Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax tax ineffective), such Lender or any Issuing Lender shall indemnify and hold harmless the Administrative Agent fully (to the extent that the Administrative Agent has not already been reimbursed by the Parent Borrower and without limiting the obligation of the Parent Borrower to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax tax or otherwise, including any penaltiesinterest, additions to Tax tax or interest and penalties thereto, together with all expenses (incurred, including legal expenses, allocated internal costs expenses and any other out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.14. The agreements in this Section 9.14 subsection 10.11 shall survive the resignation and/or replacement of the Administrative Agent, any and assignment of rights by, or the replacement of, a Lender or any Issuing Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementObligations.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)law, the Administrative an Agent may deduct or shall withhold from any payment to any Lender under any Loan Document an amount equivalent equal to any applicable withholding Tax. If the Internal Revenue Service IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts any amount paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully (to the extent that the Agent has not already been reimbursed by the Borrower and without limiting or expanding the obligation of the Borrower to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax tax or otherwise, including any penalties, additions to Tax or interest and thereon, together with all expenses (incurred, including legal expenses, allocated internal costs expenses and any out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 9.14Agent. The agreements in this Section 9.14 10.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Loans and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this Agreement.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)law, the Administrative Agent may deduct or shall withhold from any payment to any Lender under any Loan Document an amount equivalent equal to any applicable withholding Tax. If the Internal Revenue Service IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts any amount paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully (to the extent that the Agent has not already been reimbursed by the Company and without limiting or expanding the obligation of the Company to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax tax or otherwise, including any penalties, additions to Tax or interest and thereon, together with all expenses (incurred, including legal expenses, allocated internal costs expenses and any out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Government Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 9.14Article 9. The agreements in this Section 9.14 Article 9 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Loans and the repayment, satisfaction or discharge of all other obligationsobligations under this Agreement. Unless required by applicable laws, at no time shall the Agent have any obligation to file for or otherwise pursue on behalf of a Lender any refund of Taxes withheld or deducted from funds paid for the account of such Lender. For the avoidance purposes of doubtthis Section, (1) the term “Lender” shall, for purposes of this Section 9.14, include includes any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementIssuing Bank.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent equal to any applicable withholding Tax. If the Internal Revenue Service IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts any amount paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully (to the extent that the Administrative Agent has not already been reimbursed by the Borrower and without limiting or expanding the obligation of the Borrower to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and thereon, together with all expenses (incurred, including legal expenses, allocated internal costs expenses and any out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 9.149.11. The agreements in this Section 9.14 9.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Loans and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties Obligations under Section 3.01 or any other provision of this Agreement. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender any refund of Taxes withheld or deducted from funds paid for the account of such Lender.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, and shall make payable in respect thereof within ten (10) days after demand therefore including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document or from any other sources against any amount due the Administrative Agent under this Section 9.14. The agreements in this Section 9.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and any Swing Line Lender and “applicable Law” includes FATCA and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties Borrowers or any Guarantor under Section 3.01 or any other provision of this Agreement.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Requirements of Law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any authority of the Xxxxxx Xxxxxx or other Governmental Authority jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or delivered, was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) and/or the Borrower fully for all amounts paid, directly or indirectly, by the Administrative Agent or the Borrower as Tax or otherwise, including any penaltiespenalties and interest, additions to Tax or interest and together with all expenses (incurred, including legal expenses, allocated internal staff costs and out-of-any out of pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Credit Document against any amount due the Administrative Agent under this Section 9.1413.10. The agreements in this Section 9.14 13.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.1413.10, include any L/C Letter of Credit Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementSwingline Lender.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)law, the Appropriate Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If Without limiting the Internal Revenue Service provisions of Section 3.01, each Lender shall, and does hereby, indemnify each Administrative Agent, and shall make payable in respect thereof within 30 days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for each Administrative Agent) incurred by or asserted against the such Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that result of the failure of the such Administrative Agent did not to properly withhold Tax tax from amounts paid to or for the account of any applicable Lender for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Appropriate Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any applicable Lender by the Appropriate Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the each Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the such Administrative Agent under this Section 9.149.11. The agreements in this Section 9.14 9.11 shall survive the resignation and/or replacement of the such Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance purposes of doubtthis Section 9.15, (1) the term “Lender” shall, for purposes of this Section 9.14, include includes any L/C Issuer and (2) this Section 9.14 shall not limit or expand for the obligations avoidance of the Loan Parties under Section 3.01 or doubt, includes any other provision of this AgreementSwing Line Lender.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent), the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.14. The agreements in this Section 9.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of Holdings, the Loan Parties Borrower or any Guarantor under Section 3.01 or any other provision of this Agreement.

Withholding Tax. To the extent required by any applicable Requirements of Law (as determined in good faith by the Administrative Agent), the Administrative an Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent equal to any applicable withholding Tax. If the Internal Revenue Service IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts any amount paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully (to the extent that the Agent has not already been reimbursed by the Borrower and without limiting or expanding the obligation of the Borrower to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and thereon, together with all expenses (incurred, including legal expenses, allocated internal costs expenses and any out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 9.14Agent. The agreements in this Section 9.14 10.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Loans and the repayment, satisfaction or discharge of all other obligationsobligations under this Agreement. For the avoidance of doubt, (1) for purposes of this Section 10.12, the term “Lender” shall, for purposes of this Section 9.14, shall include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementIssuing Lender.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)lawRequirements of Law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the provisions of Section 2.17, if the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective)ineffective or for any other reason, such Lender shall indemnify and hold harmless the Administrative Agent fully for for, and shall make payable in respect thereof within 10 days after demand thereof, any and all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Credit Document against any amount due the Administrative Agent under this Section 9.149.9. The agreements in this Section 9.14 9.9 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementObligations.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Law, the Administrative Agent may deduct or withhold from any payment amounts paid to or for the account of any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective, or for any other reason), such Lender shall shall, within 10 days after demand therefor, indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penaltieswithout limiting the application of Section 3.01, additions to Tax or interest and together with all expenses (incurred, including legal expenses, allocated internal staff costs and out-of-any out of pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.149.08. The agreements in this Section 9.14 9.08 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement Lender and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementObligations.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent), the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.14. The agreements in this Section 9.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this Agreement.,

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Requirement of Law, the Administrative an Agent may deduct or withhold from any payment to any Lender under any Loan Document Lender, an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the Internal Revenue Service provisions of Section 5.06, each Lender shall indemnify the relevant Agent, and shall make payable in respect thereof within ten (10) calendar days after demand therefor, against all Taxes and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Agent) incurred by or asserted against the Agent by the IRS or any other Governmental Authority asserts as a claim that result of the Administrative failure of the Agent did not to properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including including, without limitation, because the appropriate form documentation was not delivered or was not properly executed property executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or Agreement, any other Loan Credit Document or otherwise against any amount due the Administrative Agent under this Section 9.1412.13. The agreements in this Section 9.14 12.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of any Loans and all other obligationsamounts payable hereunder. For the avoidance of doubt, (1) for purposes of this Section 12.13, the term “Lender” shall, for purposes of this Section 9.14, include includes any Swingline Lender and any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementLender.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective)) or any Excluded Taxes attributable to such Lender are payable by the Administrative Agent in connection with any Loan Document, such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.14‎‎Section 9.13. The agreements in this Section 9.14 ‎‎Section 9.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14‎‎Section 9.13, include any L/C Issuer and (2) this Section 9.14 ‎Section 9.13 shall not limit or expand the obligations of the Loan Parties Borrower or any Guarantor under Section ‎Section 3.01 or any other provision of this Agreement.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)law, the Administrative Agent may deduct or shall withhold from any payment to any Lender under any Loan Document an amount equivalent equal to any applicable withholding Tax. If the Internal Revenue Service IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts any amount paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully (to the extent that the Administrative Agent has not already been reimbursed by the Borrowers and without limiting or expanding the obligation of the Borrowers to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and thereon, together with all expenses (incurred, including legal expenses, allocated internal costs expenses and any out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 9.14Article 9. The agreements in this Section 9.14 Article 9 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Revolving Loans and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this Agreement. Unless required by applicable laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender any refund of Taxes withheld or deducted from funds paid for the account of such Lender.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)laws, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the provisions of Section 3.01, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from any amounts paid to or for the account of any such Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was Taxes are correctly or legally imposed or asserted by the relevant Governmental Authorityasserted. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or or, any other Loan Document or otherwise against any amount due the Administrative Agent under this Section 9.1410.12. The agreements in this Section 9.14 10.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) for purposes of this Section 10.12, the term “Lender” shall, for purposes of this Section 9.14, shall include any Swing Line Lender and any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementIssuer.

Withholding Tax. To the extent required by any applicable Law Laws (as determined in good faith by the Administrative Agent), the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the provisions of Section 3.01, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within ten (10) days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any such Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.149.12. The agreements in this Section 9.14 9.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.149.12, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementIssuer.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Requirements of Law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document or Issuing Bank an amount equivalent to any applicable withholding Taxtax. If Without limiting the provisions of Section 2.15(a) or (c), each Lender and the Issuing Bank shall, and does hereby, indemnify the Administrative Agent, and shall make payable in respect thereof within 30 days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) (i) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax tax from amounts paid to or for the account of any such Lender or Issuing Bank for any reason (including including, without limitation, because the appropriate form was not delivered or was not properly executed property executed, or because such Lender or Issuing Bank failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, of withholding Tax tax ineffective), ) and (ii) attributable to such Lender shall indemnify and hold harmless Lender’s failure to comply with the Administrative Agent fully for all amounts paid, directly or indirectly, by provisions of Section 10.04 relating to the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authoritymaintenance of a Participant Register. A certificate as to the amount of such payment or liability delivered to any Lender or the Issuing Bank by the Administrative Agent shall be conclusive absent manifest error. Each Lender and the Issuing Bank hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or Issuing Bank under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.149.08. The agreements in this Section 9.14 9.08 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a LenderLender or Issuing Bank, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementObligations.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)Law, the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, and shall make payable in respect thereof within ten (10) days after demand therefore including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.14. The agreements in this Section 9.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lenderapplicable Law” shall, for purposes of this Section 9.14, include any L/C Issuer FATCA and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties Borrowers or any Guarantor under Section 3.01 or any other provision of this Agreement.

Withholding Tax. To the extent required by any applicable Law (as determined in good faith by the Administrative Agent)law, the Administrative Agent may deduct or shall withhold from any payment to any Lender under any Loan Document an amount equivalent equal to any applicable withholding Tax. If the Internal Revenue Service IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts any amount paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully (to the extent that the Agent has not already been reimbursed by the Borrower and without limiting or expanding the obligation of the Borrower to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax tax or otherwise, including any penalties, additions to Tax or interest and thereon, together with all expenses (incurred, including legal expenses, allocated internal costs expenses and any out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Government Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 9.14Article 9. The agreements in this Section 9.14 Article 9 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Loans and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this Agreement. Unless required by applicable laws, at no time shall the Agent have any obligation to file for or otherwise pursue on behalf of a Lender any refund of Taxes withheld or deducted from funds paid for the account of such Lender.

Withholding Tax. To the extent required by any applicable Law Laws (as determined in good faith by the Administrative Agent), the Administrative Agent may deduct or withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If Without limiting or expanding the Internal Revenue Service provisions of Section 3.01, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payment in respect thereof within 10 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that result of the failure of the Administrative Agent did not to properly withhold Tax from amounts paid to or for the account of any such Lender for any reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest demonstrable error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.149.12. The agreements in this Section 9.14 9.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.149.12, include any each L/C Issuer and (2) this Section 9.14 shall not limit or expand the obligations of the Loan Parties under Section 3.01 or any other provision of this AgreementSwingline Lender.