Common use of Withholding Tax Clause in Contracts

Withholding Tax. To the extent required by any applicable law, each Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If the Internal Revenue Service or any other Governmental Authority asserts a claim that any Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify such Agent of a change in circumstances which rendered the exemption from or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand therefor. 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 10.10. The agreements in this Section 10.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. To the extent required by any applicable law, each Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If the Internal Revenue Service or any other Governmental Authority asserts a claim that any Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify such Agent of a change in circumstances which rendered the exemption from or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section Subsection 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand therefor. 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 10.10Subsection 10.11. The agreements in this Section 10.10 Subsection 10.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. To the extent required by any applicable law, each the Administrative Agent may withhold from any payment to any Lender under any Credit Document an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholdingTax. If the Internal Revenue Service or any authority of the United States or other Governmental Authority jurisdiction asserts a claim that any 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 such the Administrative Agent of a change in circumstances which that rendered the exemption from from, or reduction of of, withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(aTax ineffective) or 4.12if 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 such 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 such the Administrative Agent as tax Tax or otherwise, including any penalties or interest penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforout of pocket expenses. 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 10.1012.10. The agreements in this Section 10.10 12.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. To the extent required by any applicable law, each Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If the Internal Revenue Service or any other Governmental Authority asserts a claim that any Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify such Agent of a change in circumstances which rendered the exemption from or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section Subsection 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand therefor. 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 or such issuing lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 10.10Subsection 10.11. The agreements in this Section 10.10 Subsection 10.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. To the extent required by any applicable law, each the Administrative Agent may withhold from any interest or other payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If the Internal Revenue Service or any authority of the United States or any other Governmental Authority jurisdiction asserts a claim that any the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered or delivered, was not properly executed executed, or because such Lender failed to notify such the Administrative Agent of a change in circumstances which rendered the exemption from from, or reduction of of, withholding tax ineffective ineffective, or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12), such Lender shall indemnify such the Administrative Agent fully for all amounts paid, directly or indirectly, by such the Administrative Agent as tax or otherwise, including any penalties or interest and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any expenses incurred and out of pocket expenses. Each Lender shall make payable in respect thereof severally indemnify the Administrative Agent, within 30 10 days after demand therefor, for any Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such 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 Credit Document or otherwise payable by the Administrative Agent to such Lender from any other Loan Document source against any amount due to the Administrative Agent under this Section 10.10. The agreements in this Section 10.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations12.10.

Withholding Tax. To the extent required by any applicable law, each Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If the Internal Revenue Service or any other Governmental Authority asserts a claim that any Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify such Agent of a change in circumstances which rendered the exemption from or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section Subsection 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand therefor. 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 10.10Subsection 10.11. The agreements in this Section 10.10 Subsection 10.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations. For purposes of this Subsection 10.11, the term “Lender” includes any Issuing Lender.

Withholding Tax. To the extent required by any applicable lawRequirement of Law, each the Administrative Agent may withhold from any payment to any Lender Lender, an amount equivalent to any applicable withholding tax. Without limiting or expanding the provisions of Section 5.06, each Lender shall, indemnify the relevant Administrative Agent (to the extent that Administrative Agent has not already been reimbursed by the Credit Parties and without limiting or expanding the obligation of the Credit Parties to do so), and shall make payable in no event shall such respect thereof within thirty (30) calendar 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 Administrative Agent) incurred by or asserted against Administrative Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If by the Internal Revenue Service or any other Governmental Authority asserts as a claim that any result of the failure of Administrative Agent did not to properly withhold tax from amounts paid to or for the account of such Lender for any Lender reason (including, without limitation, because the appropriate form was not delivered or was not properly executed property executed, or because such Lender failed to notify such Administrative Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforineffective). 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 Security Document against any amount due the Administrative Agent under this Section 10.1012.13. The agreements in this Section 10.10 12.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, and the repayment, satisfaction or discharge of any Loans and all other Term Loan Facility Obligationsamounts payable hereunder.

Withholding Tax. To the extent required by any applicable law, each Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If the Internal Revenue Service or any other Governmental Authority asserts a claim that any Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify such Agent of a change in circumstances which rendered the exemption from or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section Subsection 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand therefor. 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 10.10Subsection 10.11. The agreements in this Section 10.10 Subsection 10.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Term Loan Facility Facilities Obligations.

Withholding Tax. To the extent required by any applicable law, each Applicable Law Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholdingTax. If the Internal Revenue Service IRS or any other Governmental Authority Body asserts a claim that any 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 was not properly executed or because such Lender failed to notify such Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of of, withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12Tax ineffective), such Lender shall indemnify such and hold harmless Agent fully for all amounts paid, directly or indirectly, by such Agent as tax Tax or otherwise, including any penalties penalties, additions to Tax or interest and together with any all expenses incurred (including legal expenses, allocated internal costs and shall make payable in respect thereof within 30 days after demand thereforout-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Body. 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 Other Document against any amount due the Administrative Agent under this Section 10.1014.13. The agreements in this Section 10.10 14.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other Term obligations. For purposes of this Section 14.13, the term “Lender” shall include any Swing Loan Facility ObligationsLender and any Issuer.

Withholding Tax. To the extent required by any applicable lawLaws, each the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax. 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 no event shall such 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 be required to be responsible for or pay any additional amount with respect to any such withholding. If by the Internal Revenue Service IRS or any other Governmental Authority asserts as a claim that any result of the failure of the Administrative Agent did not to properly withhold tax Tax from amounts paid to or for the account of such Lender for any Lender reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify such the Administrative Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforineffective). 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 10.109.18. The agreements in this Section 10.10 9.18 shall survive the resignation and/or or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. To the extent required by any applicable lawApplicable Law, each Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholdingTax. If the Internal Revenue Service IRS or any other Governmental Authority Body asserts a claim that any 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 was not properly executed or because such Lender failed to notify such Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of of, withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12Tax ineffective), such Lender shall indemnify such and hold harmless Agent fully for all amounts paid, directly or indirectly, by such Agent as tax Tax or otherwise, including any penalties penalties, additions to Tax or interest and together with any all expenses incurred (including legal expenses, allocated internal costs and shall make payable in respect thereof within 30 days after demand thereforout-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Body. 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 Other Document against any amount due the Administrative to Agent under this Section 10.1014.11. The agreements in this Section 10.10 14.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. To the extent required by any applicable law, each Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If the Internal Revenue Service or any other Governmental Authority asserts a claim that any Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify such Agent of a change in circumstances which rendered the exemption from or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section Subsection 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand therefor. A certificate as to the amount of such payment or liability delivered to any Lender or any Issuing Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and each Issuing Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or such Issuing Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 10.10Subsection 10.11. The agreements in this Section 10.10 Subsection 10.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. To the extent required by any applicable lawLaws (as determined in good faith by the Administrative Agent), each the Administrative Agent may withhold from any payment to any Lender under any Loan Document an amount equivalent to any withholding Tax applicable withholding tax, and in no event shall to such Agent be required to be responsible for or pay any additional amount with respect to any such withholdingpayment. If the Internal Revenue Service IRS or any other Governmental Authority asserts a claim that any the Administrative Agent did not properly withhold tax Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify such Agent of a change in circumstances which rendered the exemption from or reduction of withholding tax ineffective or for any other reason, without limiting or the provisions of Section 4.11(a) Administrative Agent has paid over to the IRS or 4.12other Governmental Authority applicable withholding Tax relating to a payment to a Lender but no deduction has been made from such payment, such Lender shall indemnify such the Administrative Agent fully for all amounts paid, directly or indirectly, by such the Administrative Agent as tax Tax or otherwise, including any penalties penalties, additions to Tax or interest and together with any and all expenses incurred and shall make payable in respect thereof within 30 days after demand thereforincurred, unless such amounts have been indemnified by any Borrower or other Loan Party. 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 10.109.18. The agreements in this Section 10.10 9.18 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations. For the avoidance of doubt, the term “Lender” shall, for purposes of this Section 9.18, include any L/C Issuer and any Swing Line Lender.

Withholding Tax. To the extent required by any applicable lawLaw, each the Administrative Agent may withhold from any payment to any Lender an amount equivalent equal to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholdingTax. If the Internal Revenue Service IRS or any other Governmental Authority asserts a claim that any 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 such the Administrative Agent of a change in circumstances which that rendered the exemption from from, or reduction of of, withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12Tax ineffective), such Lender shall indemnify such and hold harmless the Administrative Agent fully (to the extent that the Administrative Agent has not already been reimbursed by a Borrower and without limiting or expanding the obligation of the Borrower to do so) for all amounts paid, directly or indirectly, by such the Administrative Agent as tax Tax or otherwise, including any penalties penalties, additions to Tax or interest and thereon, together with all expenses incurred, including legal expenses and any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforout-of-pocket expenses, 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 10.10Article IX. The agreements in this Section 10.10 Article IX shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Loans and the repayment, satisfaction or discharge of all other Term Loan Facility Obligationsobligations under 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 lawRequirements of Law (including for this purpose, each Agent pursuant to any agreements entered into with a Governmental Authority), the Agents may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholdingTax. If the Internal Revenue Service IRS or any other authority of the United States or other Governmental Authority asserts a claim that any an Agent did not properly withhold tax Tax from any amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify such the Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of of, withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12Tax ineffective), such Lender shall indemnify such and hold harmless the Agent fully (to the extent that the Agent has not already been reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so) and shall make payable in respect thereof within 10 days after demand therefor, for all amounts paid, directly or indirectly, by such the Agent as tax Tax or otherwise, including any interest, additions to Tax or penalties or interest and thereto, together with all expenses incurred, including legal expenses and any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforother out-of-pocket expenses, 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 an Agent shall be conclusive deemed presumptively correct absent manifest error. Each Lender hereby authorizes the Administrative each 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 Agents under this Section 10.109.12. The agreements in this Section 10.10 9.12 shall survive the resignation and/or replacement of the Administrative an Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations. Unless required by applicable laws, at no time shall any 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 to or for the account of such Lender. For the avoidance of doubt, for the purposes of this Section 9.12, the term “Lender” shall include the Swing Line Lender and the Issuing Bank.

Withholding Tax. To the extent required by any applicable lawApplicable Law, each the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding taxTax. Without limiting or expanding the provisions of Section 2.17, each Lender shall indemnify and in no event shall such hold harmless the Administrative Agent be required to be responsible for 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 pay any additional amount with respect to any such withholding. If asserted against the Internal Revenue Service Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that any 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, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify such the Administrative Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforTax ineffective). 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 10.108.14. The agreements in this Section 10.10 8.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility ObligationsObligations (including the Prepayment Premium, if owed).

Withholding Tax. To the extent required by any applicable lawRequirements of Law (including for this purpose, each Agent pursuant to any agreements entered into with a Governmental Authority), the Agents may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholdingTax. If the Internal Revenue Service IRS or any other authority of the United States or other Governmental Authority asserts a claim that any an Agent did not properly withhold tax Tax from any amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify such the Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of of, withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12Tax ineffective), such Lender shall indemnify such and hold harmless the Agent fully (to the extent that the Agent has not already been reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so) and shall make payable in respect thereof within 10 days after demand therefor, for all amounts paid, directly or indirectly, by such the Agent as tax Tax or otherwise, including any interest, additions to Tax or penalties or interest and thereto, together with all expenses incurred, including legal expenses and any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforother out-of-pocket expenses, 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 an Agent shall be conclusive deemed presumptively correct absent manifest error. Each Lender hereby authorizes the Administrative each 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 Agents under this Section 10.109.12. The agreements in this Section 10.10 9.12 shall survive the resignation and/or replacement of the Administrative an Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations. Unless required by applicable laws, at no time shall any 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 to or for the account of such Lender.

Withholding Tax. To the extent required by any applicable law, each Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If the Internal Revenue Service or any other Governmental Authority asserts a claim that any Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify such Agent of a change in circumstances which rendered the exemption from or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12), such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand therefor. 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 10.10. The agreements in this Section 10.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. To the extent required by any applicable law, each the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax. Without limiting the provisions of Section 4.10, and in no event shall such Agent be required to be responsible for or pay if any additional amount with respect to any such withholding. If the Internal Revenue Service or any other Governmental Authority asserts a claim that any the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify such the Administrative Agent of a change in circumstances circumstance which rendered the exemption from from, or reduction of of, withholding tax ineffective or for any other reason, without limiting or the provisions of Section 4.11(a) or 4.12Administrative Agent has paid over to a Governmental Authority applicable withholding tax relating to a payment to a Lender but no deduction has been made from such payment, such each Lender shall indemnify such Agent the Administrative Agent, within 10 days demand therefor, fully for all amounts paid, directly or indirectly, by such the Administrative Agent as tax Tax or otherwise, including any penalties or interest and together with any all expenses incurred (including legal expenses, allocated internal costs and shall make payable in respect thereof within 30 days after demand thereforout-of-pocket expenses) incurred, whether or not such amounts 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 or any other Loan Document against any amount due to the Administrative Agent under this Section 10.1010.12. The agreements in this Section 10.10 10.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. To the extent required by any applicable law, each the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax. Without limiting the provisions of Section 3.01, each Lender shall, and does hereby, indemnify the Administrative Agent, and shall make payable in no event shall such 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) incurred by or asserted against the Administrative Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If by the Internal Revenue Service IRS or any other Governmental Authority asserts as a claim that any 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, without limitation, because the appropriate form was not delivered or was not properly executed property executed, or because such Lender failed to notify such the Administrative Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforineffective). 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 10.109.11. The agreements in this Section 10.10 9.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, and the repayment, satisfaction or discharge of all other Term Loan Facility Obligationsobligations.

Withholding Tax. To the extent required by any applicable lawApplicable Law, each the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding taxTax. Without limiting or expanding the provisions of Section 2.17, each Lender shall indemnify and in no event shall such hold harmless the Administrative Agent be required to be responsible for against, within ten (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 pay any additional amount with respect to any such withholding. If asserted against the Internal Revenue Service Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that any 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, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify such the Administrative Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforTax ineffective). 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 10.108.12. The agreements in this Section 10.10 8.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. (a) If any Bank claims exemption from withholding tax under a United States tax treaty by providing IRS Form W-8 BEN and such Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations of the Company to such Bank, such Bank agrees to notify the Agent of the percentage amount in which it is no longer the beneficial owner of Obligations of the Company to such Bank. To the extent required of such percentage amount, the Agent will treat such Bank’s IRS Form W-8 BEN as no longer valid. (b) Subject to the requirements of this Agreement, if any Bank claiming exemption from United States withholding tax by any applicable lawfiling IRS Form W-8 ECI with the Agent sells, each Agent may withhold from any payment assigns, grants a participation in, or otherwise transfers all or part of the Obligations of the Company to any Lender an amount equivalent such Bank, such Bank agrees to any applicable undertake sole responsibility for complying with the withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholding. tax requirements imposed by the Code. (c) If the Internal Revenue Service IRS or any other Governmental Authority of the United States or any other jurisdiction asserts a claim that any the Agent did not properly withhold tax from amounts paid to or for the account of any Lender Bank (because the appropriate form was not delivered or delivered, was not properly executed executed, or because such Lender Bank failed to notify such the Agent of a change in circumstances which rendered the exemption from or reduction of withholding tax ineffective ineffective, or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12, such Lender Bank shall indemnify such the Agent fully for all amounts paid, directly or indirectly, by such the Agent as tax or otherwise, including penalties and interest, and including any penalties or interest and together with taxes imposed by any expenses incurred and shall make jurisdiction on the amounts payable in respect thereof within 30 days after demand therefor. 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 10.10subsection, together with all costs and expenses (including Attorney Costs). The agreements in obligation of the Banks under this Section 10.10 subsection shall survive the payment of all Obligations and the resignation and/or or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. To the extent required by any applicable lawlaws, each the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding taxTax. 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 no event shall such 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 be required to be responsible for or pay any additional amount with respect to any such withholding. If by the Internal Revenue Service or any other Governmental Authority asserts as a claim that any result of the failure of the Administrative Agent did not to properly withhold tax Tax from amounts paid to or for the account of such Lender for any Lender reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify such the Administrative Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforTax ineffective). 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 10.1010.12. The agreements in this Section 10.10 10.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations. For the avoidance of doubt, for purposes of this Section 10.12, the term “Lender” shall include any Swing Line Lender and any L/C Issuer.

Withholding Tax. To the extent required by any applicable law, each Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If the Internal Revenue Service or any other Governmental Authority asserts a claim that any Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify such Agent of a change in circumstances which rendered the exemption from or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section Subsection 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand therefor. 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 10.10Subsection 10.11. The agreements in this Section 10.10 Subsection 10.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Term Second Lien Loan Facility Document Obligations.

Withholding Tax. (a) If any Bank claims exemption from withholding tax under a United States tax treaty by providing IRS Form W-8 BEN and such Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations of the Company to such Bank, such Bank agrees to notify the Agent of the percentage amount in which it is no longer the beneficial owner of Obligations of the Company to such Bank. To the extent required of such percentage amount, the Agent will treat such Bank's IRS Form W-8 BEN as no longer valid. (b) Subject to the requirements of this Agreement, if any Bank claiming exemption from United States withholding tax by any applicable lawfiling IRS Form W-8 ECI with the Agent sells, each Agent may withhold from any payment assigns, grants a participation in, or otherwise transfers all or part of the Obligations of the Company to any Lender an amount equivalent such Bank, such Bank agrees to any applicable undertake sole responsibility for complying with the withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholding. tax requirements imposed by the Code. (c) If the Internal Revenue Service IRS or any other Governmental Authority of the United States or any other jurisdiction asserts a claim that any the Agent did not properly withhold tax from amounts paid to or for the account of any Lender Bank (because the appropriate form was not delivered or delivered, was not properly executed executed, or because such Lender Bank failed to notify such the Agent of a change in circumstances which rendered the exemption from or reduction of withholding tax ineffective ineffective, or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12, such Lender Bank shall indemnify such the Agent fully for all amounts paid, directly or indirectly, by such the Agent as tax or otherwise, including penalties and interest, and including any penalties or interest and together with taxes imposed by any expenses incurred and shall make jurisdiction on the amounts payable in respect thereof within 30 days after demand therefor. 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 10.10subsection, together with all costs and expenses (including Attorney Costs). The agreements in obligation of the Banks under this Section 10.10 subsection shall survive the payment of all Obligations and the resignation and/or or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. To the extent required by any applicable law, each the Agent may shall withhold from any payment to any Lender an amount equivalent equal to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholdingTax. If the Internal Revenue Service IRS or any other Governmental Authority asserts a claim that any the 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 such the Agent of a change in circumstances which that rendered the exemption from from, or reduction of of, withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12Tax ineffective), such Lender shall indemnify such and hold harmless the 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 such the Agent as tax or otherwise, including any penalties penalties, additions to Tax or interest and thereon, together with all expenses incurred, including legal expenses and any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforout-of-pocket expenses, 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 10.10Article 9. The agreements in this Section 10.10 Article 9 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Loans and the repayment, satisfaction or discharge of all other Term Loan Facility 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.

Withholding Tax. To the extent required by any applicable lawApplicable Law, each the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding taxTax. Without limiting or expanding the provisions of Section 2.17, each Lender shall indemnify and in no event shall such hold harmless the Administrative Agent be required to be responsible for 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 pay any additional amount with respect to any such withholding. If asserted against the Internal Revenue Service Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that any 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, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify such the Administrative Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforTax ineffective). 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 10.108.14. The agreements in this Section 10.10 8.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Revolver Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations. For the avoidance of doubt, for purposes of this Section 8.14, the term “Lender” includes any Issuing Bank and any Swingline Lender.

Withholding Tax. To the extent required by any applicable lawRequirements of Law (including for this purpose, each Agent pursuant to any agreements entered into with a Governmental Authority), the Agents may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholdingTax. If the Internal Revenue Service IRS or any other authority of the United States or other Governmental Authority asserts a claim that any an Agent did not properly withhold tax Tax from any amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify such the Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of of, withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12Tax ineffective), such Lender shall indemnify such and hold harmless the Agent fully (to the extent that the Agent has not already been reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so) and shall make payable in respect thereof within 10 days after demand therefor, for all amounts paid, directly or indirectly, by such the Agent as tax Tax or otherwise, including any interest, additions to Tax or penalties or interest and thereto, together with all expenses incurred, including legal expenses and any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforother out-of-pocket expenses, 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 an Agent shall be conclusive deemed presumptively correct absent manifest error. Each Lender hereby authorizes the Administrative each 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 Agents under this Section 10.109.12. The agreements in this Section 10.10 9.12 shall survive the resignation and/or replacement of the Administrative an Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations. Unless required by applicable laws, at no time shall any 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 to or for the account of such Lender. For the avoidance of doubt, for the purposes of this Section 9.12, the term “Lender” shall include the Issuing Banks.

Withholding Tax. To the extent required by any applicable law, each an Agent may shall withhold from any payment to any Lender an amount equivalent equal to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholdingTax. If the Internal Revenue Service IRS or any other Governmental Authority asserts a claim that any such 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 such Agent of a change in circumstances which that rendered the exemption from from, or reduction of of, withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12Tax ineffective), such Lender shall indemnify and hold harmless such Agent fully (to the extent that such 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 such Agent as tax or otherwise, including any penalties penalties, additions to Tax or interest and thereon, together with all expenses incurred, including legal expenses and any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforout-of-pocket expenses, whether or not such Tax was correctly or legally imposed or asserted by the relevant Government Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative such Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative each 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 10.10to such Agent. The agreements in this Section 10.10 10.12 shall survive the resignation and/or replacement of the Administrative any Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Loans and the repayment, satisfaction or discharge of all other Term Loan Facility Obligationsobligations under this Agreement.

Withholding Tax. To All taxes due and payable on any payments to be made to a Lender under this Agreement shall be such Lender's sole responsibility, except to the extent such taxes are actually reimbursed by the Borrower under the Loan Documents. All payments to be made to each Lender under this Agreement shall be made after deduction for any taxes, charges, levies or withholdings which are imposed by the country of organization of the Borrower, the United States of America or any other applicable taxing authority. Each Lender agrees to provide to Administrative Agent completed and signed copies of any forms that may be required by the IRS (and any applicable law, each Agent may withhold state authority) in order to certify such Lender's exemption from any payment to any Lender an amount equivalent to any or reduction of United States (or applicable state) withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount taxes with respect to payments to be made to such Lender under this Agreement or the Loan Documents. Each Lender agrees to promptly notify Administrative Agent of any such withholdingchange which would modify or render invalid any claimed exemption or reduction. If any governmental authority of the Internal Revenue Service United States or any other Governmental Authority jurisdiction asserts a claim that any Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify such Agent of a change in circumstances which rendered the exemption from or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12Lender, such Lender shall indemnify such Administrative Agent fully for all amounts paid, directly or indirectly, paid by such Administrative Agent as tax or otherwise, including penalties and interest, and including any penalties or interest and together with taxes imposed by any expenses incurred and shall make payable in respect thereof within 30 days after demand therefor. A certificate as to jurisdiction on the amount of such payment or liability delivered payable 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 10.10section, together with all costs and expenses (including legal expenses). The agreements in obligation of the Lenders under this Section 10.10 subsection shall survive the payment of all Obligations and the resignation and/or or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. To the extent required by any applicable law, each Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If the Internal Revenue Service or any other Governmental Authority asserts a claim that any Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify such Agent of a change in circumstances which rendered the exemption from or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section Subsection 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand therefor. 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 10.10Subsection 10.11. The agreements in this Section 10.10 Subsection 10.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Term First Lien Loan Facility Document Obligations.

Withholding Tax. To the extent required by any applicable lawLaws, each the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding taxTax. 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 no event shall such 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 be required to be responsible for or pay any additional amount with respect to any such withholding. If by the Internal Revenue Service IRS or any other Governmental Authority asserts as a claim that any result of the failure of the Administrative Agent did not to properly withhold tax Tax from amounts paid to or for the account of such Lender for any Lender reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify such the Administrative Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforineffective). 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 10.109.18. The agreements in this Section 10.10 9.18 shall survive the resignation and/or or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. To the extent required by any applicable lawApplicable Law, each the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholdingTax. If the Internal Revenue Service or any authority of the United States or any other Governmental Authority jurisdiction asserts a claim that any 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 documentation was not delivered or delivered, was not properly executed executed, or because such Lender failed to notify such the Administrative Agent of a change in circumstances which that rendered the exemption from from, or reduction of of, withholding tax ineffective Tax ineffective, or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12), such Lender shall indemnify such the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower (solely to the extent required by this Agreement) and without limiting the obligation of the Borrower to do so) fully for all amounts paid, directly or indirectly, by such the Administrative Agent as tax Tax or otherwise, including any penalties or interest and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any expenses incurred and shall make payable in respect thereof within 30 days after demand therefor. A certificate as to the amount out of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorpocket expenses. 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 to the Administrative Agent under this Section 10.1012.10. For purposes of this Section 12.10, the term “Lender” includes any L/C Issuer. The agreements in this Section 10.10 8.13 shall survive the resignation and/or replacement termination of this Agreement and the payment of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Loans and the repayment, satisfaction or discharge of all other Term Loan Facility Obligationsamounts payable hereunder.

Withholding Tax. To the extent required by any applicable law, each the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If the Internal Revenue Service or any authority of the United States or other Governmental Authority jurisdiction asserts a claim that any the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or delivered, was not properly executed executed, or because such Lender failed to notify such the Administrative Agent of a change in circumstances which that rendered the exemption from from, or reduction of of, withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12ineffective), such Lender shall indemnify such 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 such the Administrative Agent as tax Tax or otherwise, including any penalties or interest penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any expenses incurred and shall make payable in respect thereof within 30 days after demand therefor. A certificate as to the amount out of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorpocket expenses. 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 10.1012.10. For the avoidance of doubt, for purposes of this Section 12.10, the term “Lender” includes any Letter of Credit Issuer and any Swingline Lender. The agreements in this Section 10.10 12.10 shall survive the resignation and/or replacement payment of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Loans and the repayment, satisfaction or discharge of all other Term Loan Facility Obligationsamounts payable hereunder.

Withholding Tax. To the extent required by any applicable lawApplicable Law, each the Administrative Agent may withhold from any interest payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholdingTax. If the Internal Revenue Service or any authority of the United States or other Governmental Authority jurisdiction asserts a claim that any 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 documentation was not delivered or delivered, was not properly executed executed, or because such Lender failed to notify such the Administrative Agent or of a change in circumstances which that rendered the exemption from from, or reduction of of, withholding tax ineffective Tax ineffective, or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12), such Lender shall indemnify such the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower (solely to the extent required by this Agreement) and without limiting the obligation of the Borrower to do so) fully for all amounts paid, directly or indirectly, by such the Administrative Agent as tax Tax or otherwise, including any penalties or interest and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any expenses incurred and shall make payable in respect thereof within 30 days after demand therefor. A certificate as to the amount out of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorpocket expenses. 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 and/or any other Loan Credit Document against any amount due to the Administrative Agent under this Section 10.1012.10. For purposes of this Section 12.10, the term “Lender” includes any Letter of Credit Issuer. The agreements in this Section 10.10 12.10 shall survive the resignation and/or replacement termination of this Agreement and the payment of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Loans and the repayment, satisfaction or discharge of all other Term Loan Facility Obligationsamounts payable hereunder.

Withholding Tax. To the extent required by any applicable lawLaw, each the Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholdingTax. If the Internal Revenue Service IRS or any other Governmental Authority asserts a claim that any the Agent did not properly withhold tax Tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify such the Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12Tax ineffective), such Lender shall shall, within 10 days after written demand therefor, indemnify such and hold harmless the Agent fully for (to the extent that the Agent has not already been reimbursed by the Borrower pursuant to Section 2.16 and without limiting or expanding the obligation of the Borrower to do so) from and against all amounts paid, directly or indirectly, by such the Agent as tax Taxes or otherwise, including any penalties or interest and together with all expenses incurred, including legal expenses and any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforother out-of-pocket expenses, 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 Lender, under this Agreement or any other Loan Document or from any other sources, against any amount due the Administrative Agent under this Section 10.108.11. The agreements in this Section 10.10 8.11 shall survive the resignation and/or or replacement of the Administrative Agent, Agent or any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Revolving Credit Commitments and the repayment, satisfaction or discharge of all other Term obligations under any Loan Facility ObligationsDocument.

Withholding Tax. To the extent required by any applicable lawApplicable Law, each the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding taxTax. Without limiting or expanding the provisions of Section 2.15, each Lender shall indemnify and in no event shall such hold harmless the Administrative Agent be required to be responsible for 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 pay any additional amount with respect to any such withholding. If asserted against the Internal Revenue Service Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that any 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, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify such the Administrative Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforTax ineffective). 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 10.108.14. The agreements in this Section 10.10 8.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Revolver Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations. For the avoidance of doubt, for purposes of this Section 8.14, the term “Lender” includes any Issuing Bank.

Withholding Tax. To the extent required by any applicable lawApplicable Law, each the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholdingTax. If the Internal Revenue Service IRS or any other Governmental Authority asserts a claim that any the Administrative Agent did not properly withhold tax Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify such the Administrative Agent of a change in circumstances circumstance which rendered the exemption from from, or reduction of of, withholding tax Tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12, such Lender shall severally and not jointly indemnify such the Administrative Agent fully for all amounts paid, directly or indirectly, by such the Administrative Agent as tax or otherwise, including any penalties or interest and together with any all expenses incurred (including legal expenses, allocated internal costs and shall make payable in respect thereof within 30 days after demand thereforout-of-pocket expenses) incurred. 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 10.10Section. The agreements in this Section 10.10 paragraph shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of the commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. To the extent required by any applicable lawLaws, each the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding taxTax. Without limiting or expanding the provisions of Section 3.01, each Lender shall indemnify and in no event shall such hold harmless the Administrative Agent be required to be responsible 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 for the Administrative Agent) incurred by or pay any additional amount with respect to any such withholding. If asserted against the Internal Revenue Service Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that any result of the failure of the Administrative Agent did not to properly withhold tax Tax from amounts paid to or for the account of such Lender for any Lender reason (including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify such the Administrative Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforTax ineffective). 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 10.109.12. The agreements in this Section 10.10 9.12 shall survive the resignation and/or or replacement of the Administrative Agent, Agent or any assignment of rights by, or the replacement of, a Lender Lender, the termination of the commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations. For purposes of this Section 9.12, the term “Lender” includes any L/C Issuer.

Withholding Tax. To the extent required by any applicable lawApplicable Law, each the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding taxTax. Without limiting or expanding the provisions of Section 2.15, each Lender shall indemnify and in no event shall such hold harmless the Administrative Agent be required to be responsible for against, within 10 days after written demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including reasonable fees, charges and disbursements of any counsel Administrative Agent) incurred by or pay any additional amount with respect to any such withholding. If asserted against the Internal Revenue Service Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that any 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, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify such the Administrative Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforTax ineffective). 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 10.108.14. The agreements in this Section 10.10 8.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. To the extent required by any applicable lawApplicable Law, each the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding taxTax. Without limiting or expanding the provisions of Section 2.17, each Lender shall indemnify and in no event shall such hold harmless the Administrative Agent be required to be responsible for 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 pay any additional amount with respect to any such withholding. If asserted against the Internal Revenue Service Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that any 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, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify such the Administrative Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforTax ineffective). 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 10.108.14. The agreements in this Section 10.10 8.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the Payment in Full of the Obligations (or any portion thereof) and the repaymenttermination of this Agreement. For the avoidance of doubt, satisfaction or discharge for purposes of all other Term Loan Facility Obligationsthis Section 8.14, the term “Lender” includes any Issuing Bank.

Withholding Tax. To the extent required by any applicable lawApplicable Law, each the Administrative Agent may withhold from any interest payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholdingTax. If the Internal Revenue Service or any authority of the United States or other Governmental Authority jurisdiction asserts a claim that any 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 documentation was not delivered or delivered, was not properly executed executed, or because such Lender failed to notify such the Administrative Agent or of a change in circumstances which that rendered the exemption from from, or reduction of of, withholding tax ineffective Tax ineffective, or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12), such Lender shall indemnify such the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower (solely to the extent required by this Agreement) and without limiting the obligation of the Borrower to do so) fully for all amounts paid, directly or indirectly, by such the Administrative Agent as tax Tax or otherwise, including any penalties or interest and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any expenses incurred and shall make payable in respect thereof within 30 days after demand therefor. A certificate as to the amount out of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorpocket expenses. 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 and/or any other Loan Credit Document against any amount due to the Administrative Agent under this Section 10.1012.10. For purposes of this Section 12.10, the term “Lender” includes any Revolving Letter of Credit Issuer. The agreements in this Section 10.10 12.10 shall survive the resignation and/or replacement termination of this Agreement and the payment of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Loans and the repayment, satisfaction or discharge of all other Term Loan Facility Obligationsamounts payable hereunder.

Withholding Tax. (a) If any Bank claims exemption from withholding tax under a United States tax treaty by providing IRS Form 1001 and such Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations of the Company to such Bank, such Bank agrees to notify the Agent of the percentage amount in which it is no longer the beneficial owner of Obligations of the Company to such Bank. To the extent required of such percentage amount, the Agent will treat such Bank's IRS Form 1001 as no longer valid. (b) Subject to the requirements of this Agreement, if any Bank claiming exemption from United States withholding tax by any applicable lawfiling IRS Form 4224 with the Agent sells, each Agent may withhold from any payment assigns, grants a participation in, or otherwise transfers all or part of the Obligations of the Company to any Lender an amount equivalent such Bank, such Bank agrees to any applicable undertake sole responsibility for complying with the withholding tax, tax requirements imposed by Sections 1441 and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholding. 1442 of the Code. (c) If the Internal Revenue Service IRS or any other Governmental Authority of the United States or any other jurisdiction asserts a claim that any the Agent did not properly withhold tax from amounts paid to or for the account of any Lender Bank (because the appropriate form was not delivered or delivered, was not properly executed executed, or because such Lender Bank failed to notify such the Agent of a change in circumstances which rendered the exemption from or reduction of withholding tax ineffective ineffective, or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12, such Lender Bank shall indemnify such the Agent fully for all amounts paid, directly or indirectly, by such the Agent as tax or otherwise, including penalties and interest, and including any penalties or interest and together with taxes imposed by any expenses incurred and shall make jurisdiction on the amounts payable in respect thereof within 30 days after demand therefor. 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 10.10subsection, together with all costs and expenses (including Attorney Costs). The agreements in obligation of the Banks under this Section 10.10 subsection shall survive the payment of all Obligations and the resignation and/or or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. To the extent required by any applicable law, each Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If the Internal Revenue Service or any other Governmental Authority asserts a claim that any Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify such Agent of a change in circumstances which rendered the exemption from or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section Subsection 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 thirty (30) days after demand therefor. A certificate as to the amount of such payment or liability delivered to any Lender or any Issuing Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and each Issuing Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or such Issuing Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 10.10Subsection 10.11. The agreements in this Section 10.10 Subsection 10.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. To the extent required by any applicable lawLaws, each the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding taxTax. Without limiting or expanding the provisions of Section 3.01, each Lender shall indemnify and in no event shall such hold harmless the Administrative Agent be required to be responsible 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 for the Administrative Agent) incurred by or pay any additional amount with respect to any such withholding. If asserted against the Internal Revenue Service Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that any result of the failure of the Administrative Agent did not to properly withhold tax Tax from amounts paid to or for the account of such Lender for any Lender reason (including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify such the Administrative Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforTax ineffective). 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 10.109.12. The agreements in this Section 10.10 9.12 shall survive the resignation and/or or replacement of the Administrative Agent, Agent or any assignment of rights by, or the replacement of, a Lender Lender, the termination of the commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations. For purposes of this Section 9.12, the term “Lender” includes any L/C Issuer.

Withholding Tax. To the extent required by any applicable law, each Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If the Internal Revenue Service or any other Governmental Authority asserts a claim that any Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify such Agent of a change in circumstances which rendered the exemption from or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section Subsection 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand therefor. 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 or such issuing lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 10.10Subsection 10.11. The agreements in this Section 10.10 Subsection 10.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Term First Lien Loan Facility Document Obligations.

Withholding Tax. To the extent required by any applicable lawRequirements of Law (including for this purpose, each Agent pursuant to any agreements entered into with a Governmental Authority), the Agents may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholdingTax. If the Internal Revenue Service IRS or any other authority of the United States or other Governmental Authority asserts a claim that any an Agent did not properly withhold tax Tax from any amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify such the Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of of, withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12Tax ineffective), such Lender shall indemnify such and hold harmless the Agent fully (to the extent that the Agent has not already been reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so) and shall make payable in respect thereof within 10 days after demand therefor, for all amounts paid, directly or indirectly, by such the Agent as tax Tax or otherwise, including any interest, additions to Tax or penalties or interest and thereto, together with all expenses incurred, including legal expenses and any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforother out-of-pocket expenses, 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 an Agent shall be conclusive deemed presumptively correct absent manifest error. Each Lender hereby authorizes the Administrative each 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 Agents under this Section 10.109,12. The agreements in this Section 10.10 9,12 shall survive the resignation and/or replacement of the Administrative an Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations. Unless required by applicable laws, at no time shall any 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 to or for the account of such Lender. For the avoidance of doubt, for the purposes of this Section 9,12, the term “Lender” shall include the Swing Line Lender and the Issuing Bank.

Withholding Tax. To the extent required by any applicable law, each Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If the Internal Revenue Service or any other Governmental Authority asserts a claim that any Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify such Agent of a change in circumstances which rendered the exemption from or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section Subsection 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 thirty (30) days after demand therefor. A certificate as to the amount of such payment or liability delivered to any Lender or any Issuing Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and each Issuing Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or such Issuing Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 10.10Subsection 10.11. The agreements in this Section 10.10 Subsection 10.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations. For purposes of this Subsection 10.11, the term “Lender” includes any Issuing Lender.

Withholding Tax. To the extent required by any applicable law, each Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If the Internal Revenue Service or any other Governmental Authority asserts a claim that any Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify such Agent of a change in circumstances which rendered the exemption from or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section Subsection 4.11(a) or 4.12), such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand therefor. 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 or such issuing lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 10.10Subsection 10.11. The agreements in this Section 10.10 Subsection 10.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.the

Withholding Tax. To the extent required by any applicable law, each Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If the Internal Revenue Service or any other Governmental Authority asserts a claim that any Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify such Agent of a change in circumstances which rendered the exemption from or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section Subsection 4.11(a) or 4.12), such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand therefor. 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 10.10Subsection 10.11. The agreements in this Section 10.10 Subsection 10.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations. For purposes of this Subsection 10.11, the term “Lender” includes any Issuing Lender.

Withholding Tax. To the extent required by any applicable lawlaws, each the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding taxTax. Without limiting or expanding the provisions of Section 2.17, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in no event shall such 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 be required to be responsible for or pay any additional amount with respect to any such withholding. If by the Internal Revenue Service IRS or any other Governmental Authority asserts as a claim that any result of the failure of the Administrative Agent did not to properly withhold tax Tax from amounts paid to or for the account of such Lender for any Lender reason (including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify such the Administrative Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of of, withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforTax ineffective). 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 10.108.16. The agreements in this Section 10.10 8.16 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations. For the avoidance of doubt, the term “Lender” shall, for purposes of this Section 8.16, include any L/C Issuer.

Withholding Tax. To the extent required by any applicable lawRequirement of Law, each the Administrative Agent may withhold from any payment to any Lender Lender, an amount equivalent to any applicable withholding tax. Without limiting or expanding the provisions of Section 5.06, each Lender shall, indemnify the relevant Administrative Agent (to the extent that Administrative Agent has not already been reimbursed by the Credit Parties and without limiting or expanding the obligation of the Credit Parties to do so), and shall make payable in no event shall such respect thereof within thirty (30) calendar 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 Administrative Agent) incurred by or asserted against Administrative Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If by the Internal Revenue Service or any other Governmental Authority asserts as a claim that any result of the failure of Administrative Agent did not to properly withhold tax from amounts paid to or for the account of such Lender for any Lender reason (including, without limitation, because the appropriate form was not delivered or was not properly executed property executed, or because such Lender failed to notify such Administrative Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforineffective). 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 10.1012.13. The agreements in this Section 10.10 12.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, and the repayment, satisfaction or discharge of any Loans and all other Term Loan Facility Obligationsamounts payable hereunder.

Withholding Tax. To the extent required by any applicable lawApplicable Law, each the Administrative Agent may withhold from any interest payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholdingTax. If the Internal Revenue Service or any authority of the United States or other Governmental Authority jurisdiction asserts a claim that any 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 formdocumentation was not delivered or delivered, was not properly executed executed, or because such Lender failed to notify such the Administrative Agent or of a change in circumstances which that rendered the exemption from from, or reduction of of, withholding tax ineffective Tax ineffective, or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12), such Lender shall indemnify such the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower (solely to the extent required by this Agreement) and without limiting the obligation of the Borrower to do so) fully for all amounts paid, directly or indirectly, by such the Administrative Agent as tax Tax or otherwise, including any penalties or interest and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any expenses incurred and shall make payable in respect thereof within 30 days after demand therefor. A certificate as to the amount out of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorpocket expenses. 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 and/or any other Loan Credit Document against any amount due to the Administrative Agent under this Section 10.1012.10. The agreements in this Section 10.10 12.10 shall survive the resignation and/or replacement termination of this Agreement and the payment of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Revolving Credit Loans and the repayment, satisfaction or discharge of all other Term Loan Facility Obligationsamounts payable hereunder.

Withholding Tax. To (a) If any Bank shall become subject to any withholding tax under applicable law(after knowledge thereof by such Bank or notice from the extent required by Company) such Bank shall deliver to the Agent and the Company all such tax forms, as it may legally provide to avoid or minimize such withholding tax. (b) If any Bank is entitled to a reduction in the applicable lawwithholding tax, each the Agent or the Company may withhold from any interest payment to any Lender such Bank an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by subsection (a) of this Section are not timely delivered to the Agent and the Company, then the Agent or the Company may withhold from any interest payment to such Bank not providing such forms or other documentation an amount equivalent to the applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay . (c) If any additional amount with respect to any such withholding. If the Internal Revenue Service or any other Governmental Authority asserts a claim that any the Agent or the Company did not properly withhold tax from amounts paid to or for the account of any Lender Bank (because the appropriate form was not delivered or was not properly executed executed, or because such Lender Bank failed to notify such the Agent of a change in circumstances which rendered the exemption from from, or reduction of of, withholding tax ineffective ineffective, or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12, such Lender Bank shall indemnify such the Agent and the Company fully for all amounts paid, directly or indirectly, by such the Agent or the Company as tax Tax or otherwise, including penalties and interest, and including any penalties Taxes imposed by any jurisdiction on the amounts payable to the Agent or interest and the Company under this Section, together with any all costs and expenses incurred and shall make payable in respect thereof within 30 days after demand therefor(including Attorney Costs). A certificate as to The obligation of 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 Banks under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 10.10. The agreements in this Section 10.10 subsection shall survive the payment of all Obligations and the resignation and/or or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. To the extent required by any applicable law, each the Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax. Without limiting the provisions of Section 2.15(a) or (c), each Lender shall, and does hereby, indemnify the Agent, and shall make payable in no event shall such 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 Agent) incurred by or asserted against the Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If by the Internal Revenue Service or any other Governmental Authority asserts as a claim that any result of the 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, without limitation, because the appropriate form was not delivered or was not properly executed property executed, or because such Lender failed to notify such the Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforineffective). 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 10.1010.12. The agreements in this Section 10.10 10.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. To the extent required by any applicable law, each the Agent may shall withhold from any payment to any Lender an amount equivalent equal to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholdingTax. If the Internal Revenue Service IRS or any other Governmental Authority asserts a claim that any the 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 such the Agent of a change in circumstances which that rendered the exemption from from, or reduction of of, withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12Tax ineffective), such Lender shall indemnify such and hold harmless the 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 such the Agent as tax or otherwise, including any penalties penalties, additions to Tax or interest and thereon, together with all expenses incurred, including legal expenses and any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforout-of-pocket expenses, whether or not such Tax was correctly or legally imposed or asserted by the relevant 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 10.10Article IX. The agreements in this Section 10.10 Article IX shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Loans and the repayment, satisfaction or discharge of all other Term Loan Facility 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.

Withholding Tax. To the extent required by any applicable law, each Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax. Without limiting the provisions of Section 2.16(b) or (d), each Lender shall, and does hereby, indemnify Administrative Agent, and shall make payable in no event shall such 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 Administrative Agent) incurred by or asserted against Administrative Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If by the Internal Revenue Service or any other Governmental Authority asserts as a claim that any result of the failure of Administrative Agent did not to properly withhold tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify such Administrative Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforineffective). 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 10.109.11. The agreements in this Section 10.10 9.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. To the extent required by any applicable law, each Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If the Internal Revenue Service or any other Governmental Authority asserts a claim that any Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify such Agent of a change in circumstances which rendered the exemption from or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section Subsection 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand therefor. 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 10.10Subsection 10.11. The agreements in this Section 10.10 Subsection 10.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. To the extent required by any applicable lawRequirements of Law, each the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If the Internal Revenue Service or any other Governmental Authority asserts a claim that any Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify such Agent of a change in circumstances which rendered the exemption from or reduction of withholding tax ineffective or for any other reason, without Without limiting the provisions of Section 4.11(a2.15(a) or 4.12(c), such each Lender shall shall, and does hereby, indemnify such Agent fully for all amounts paidthe Administrative Agent, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred 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 as a result of the failure of the Administrative Agent to properly withhold tax from amounts paid to or for the account of such Lender for any reason (including, without limitation, because the appropriate form was not delivered or 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) and (ii) attributable to such Lender’s failure to comply with the provisions of Section 10.04 relating to the maintenance of a Participant Register. 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 10.109.08. The agreements in this Section 10.10 9.08 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. To the extent required by any applicable law, each the Administrative Agent may withhold from any interest or other payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If the Internal Revenue Service or any authority of the United States or any other Governmental Authority jurisdiction asserts a claim that any the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered or delivered, was not properly executed executed, or because such Lender failed to notify such the Administrative Agent of a change in circumstances which rendered the exemption from from, or reduction of of, withholding tax ineffective ineffective, or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12), such Lender shall indemnify such the Administrative Agent fully for all amounts paid, directly or indirectly, by such the Administrative Agent as tax or otherwise, including any penalties or interest and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any expenses incurred and out of pocket expenses. Each Lender shall make payable in respect thereof severally indemnify the Administrative Agent, within 30 10 days after demand therefor, for any Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such 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 Credit Document or otherwise payable by the Administrative Agent to such Lender from any other Loan Document source against any amount due to the Administrative Agent under this Section 10.1012.10. The agreements in this Section 10.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.12.11

Withholding Tax. To the extent required by any applicable law, each the Administrative Agent may withhold from any payment to any Lender Bank an amount equivalent to any applicable withholding taxincome, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authority. Without limiting or expanding the provisions of Section 2.15, each Bank shall indemnify and hold harmless the Administrative Agent against, and shall make payable in no event shall such respect thereof within 10 days after written demand therefor, any and all taxes, imposts, duties, charges, or fees 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 be required to be responsible for or pay any additional amount with respect to any such withholding. If by the Internal Revenue Service IRS or any other Governmental Authority asserts as a claim that any 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 such Bank for any Lender reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender Bank failed to notify such the Administrative Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of such required withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforineffective). A certificate as to the amount of such payment or liability delivered to any Lender Bank by the Administrative Agent shall be conclusive absent manifest error. Each Lender Bank hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender Bank under this Agreement or any other Loan Document instrument or document furnished pursuant hereto against any amount due to the Administrative Agent under this Section 10.10Section. The agreements in this Section 10.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. To the extent required by any applicable law, each Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If the Internal Revenue Service or any other Governmental Authority asserts a claim that any Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify such Agent of a change in circumstances which rendered the exemption from or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section Subsection 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand therefor. 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 or such issuing lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 10.10Subsection 10.11. The agreements in this Section 10.10 Subsection 10.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Term Loan Facility Cash Flow Facilities Obligations.

Withholding Tax. To the extent required by any applicable lawApplicable Law, each the Administrative Agent may withhold from any interest payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholdingTax. If the Internal Revenue Service or any authority of the United States or other Governmental Authority jurisdiction asserts a claim that any 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 documentation was not delivered or delivered, was not properly executed executed, or because such Lender failed to notify such the Administrative Agent or of a change in circumstances which that rendered the exemption from from, or reduction of of, withholding tax ineffective Tax ineffective, or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12), such Lender shall indemnify such the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower (solely to the extent required by this Agreement) and without limiting the obligation of the Borrower to do so) fully for all amounts paid, directly or indirectly, by such the Administrative Agent as tax Tax or otherwise, including any penalties or interest and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any expenses incurred and shall make payable in respect thereof within 30 days after demand therefor. A certificate as to the amount out of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorpocket expenses. 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 and/or any other Loan Credit Document against any amount due to the Administrative Agent under this Section 10.1012.10. The agreements in this Section 10.10 12.10 shall survive the resignation and/or replacement termination of this Agreement and the payment of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Revolving Credit Loans and the repayment, satisfaction or discharge of all other Term Loan Facility Obligationsamounts payable hereunder.

Withholding Tax. To the extent required by any applicable lawApplicable Law, each the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholdingTax. If the Internal Revenue Service ServiceIRS or any authority of the United States or any other Governmental Authority jurisdiction asserts a claim that any 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 documentation was not delivered or delivered, was not properly executed executed, or because such Lender failed to notify such the Administrative Agent of a change in circumstances which that rendered the exemption from from, or reduction of of, withholding tax ineffective Tax ineffective, or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12), such Lender shall indemnify such the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower (solely to the extent required by this Agreement) and without limiting the obligation of the Borrower to do so) fully for all amounts paid, directly or indirectly, by such the Administrative Agent as tax Tax or otherwise, including any penalties or interest and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any expenses incurred and shall make payable in respect thereof within 30 days after demand therefor. A certificate as to the amount out of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorpocket expenses. 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 to the Administrative Agent under this Section 10.1012.10. For purposes of this Section 12.10, the term “Lender” includes any L/C Issuer. The agreements in this Section 10.10 8.1312.10 shall survive the resignation and/or replacement termination of this Agreement and the payment of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Loans and the repayment, satisfaction or discharge of all other Term Loan Facility Obligationsamounts payable hereunder.

Withholding Tax. To the extent required by any applicable lawRequirement of Law, each the Administrative Agent may withhold from any payment to any Lender Lender, an amount equivalent to any applicable withholding tax. Without limiting or expanding the provisions of Section 5.06, each Lender shall, indemnify the relevant Administrative Agent (to the extent that Administrative Agent has not already been reimbursed by the Credit Parties and without limiting or expanding the obligation of the Credit Parties to do so), and shall make payable in no event shall such respect thereof within thirty (30) calendar 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 Administrative Agent) incurred by or asserted against Administrative Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If by the Internal Revenue Service or any other Governmental Authority asserts as a claim that any result of the failure of Administrative Agent did not to properly withhold tax from amounts paid to or for the account of such Lender for any Lender reason (including, without limitation, because the appropriate form was not delivered or was not properly executed property executed, or because such Lender failed to notify such Administrative Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforineffective). 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 10.1012.13. The agreements in this Section 10.10 12.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, and the repayment, satisfaction or discharge of any Loans and all other Term Loan Facility Obligationsamounts payable hereunder.

Withholding Tax. To the extent required by any applicable lawRequirement of Law, each the Agent may withhold from any payment to any Lender under any Loan Document an amount equivalent equal to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholdingTax. If the Internal Revenue Service IRS or any other Governmental Authority asserts a claim that any the 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 such the Agent of a change in circumstances which that rendered the exemption from from, or reduction of of, withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12Tax ineffective), such Lender shall indemnify such and hold harmless the 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 such the Agent as tax Tax or otherwise, including any penalties or interest and together with all expenses incurred, including legal expenses and any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforout-of-pocket expenses, whether or not such Tax was correctly or legally imposed or asserted by the relevant 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 10.1010.11. The agreements in this Section 10.10 10.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations. 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.

Withholding Tax. To the extent required by any applicable lawRequirements of Law (as determined in good faith by the Administrative Agent), each the Administrative Agent may withhold from any payment to any Lender Purchaser under any Note Document an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholdingTax. If the Internal Revenue Service IRS or any other Governmental Authority of any jurisdiction asserts a claim that any the Administrative Agent did not properly withhold tax Tax from amounts paid to or for the account of any Lender Purchaser for any reason (including because the appropriate form was not delivered or delivered, was not properly executed or because such Lender Purchaser failed to notify such the Administrative Agent of a change in circumstances which that rendered the exemption from from, or reduction of of, withholding tax ineffective or for any other reasonTax ineffective), such Purchasers shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Note Parties and without limiting the provisions obligation of Section 4.11(athe Note Parties to do so) or 4.12fully for, such Lender and shall indemnify such Agent fully for make payable in respect thereof within ten (10) days after demand therefor, all amounts paid, directly or indirectly, by such the Administrative Agent as tax Tax or otherwise, including any penalties or interest penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforout of pocket expenses. A certificate as to the amount of such payment or liability delivered to any Lender Purchaser by the Administrative Agent shall be conclusive absent manifest error. Each Lender Purchaser hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender Purchaser under this Agreement or any other Loan Note Document against any amount due the Administrative Agent under this Section 10.108.11. The agreements in this Section 10.10 8.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Purchaser and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. To the extent required by any applicable law, each the Administrative Agent may withhold from any payment to any Lender Bank an amount equivalent to any applicable withholding taxincome, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authority. Without limiting or expanding the provisions of Section 2.15, each Bank shall indemnify and hold harmless the Administrative Agent against, and shall make payable in no event shall such respect thereof within 10 days after written demand therefor, any and all taxes, imposts, duties, charges, or fees and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Table of Contents Administrative Agent) incurred by or asserted against the Administrative Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If by the Internal Revenue Service IRS or any other Governmental Authority asserts as a claim that any 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 such Bank for any Lender reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender Bank failed to notify such the Administrative Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of such required withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforineffective). A certificate as to the amount of such payment or liability delivered to any Lender Bank by the Administrative Agent shall be conclusive absent manifest error. Each Lender Bank hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender Bank under this Agreement or any other Loan Document instrument or document furnished pursuant hereto against any amount due the Administrative Agent under this Section 10.10Section. The agreements in this Section 10.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. To the extent required by any applicable law, each the Administrative Agent may withhold from any payment to any Lender or Issuing Bank an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If the Internal Revenue Service or any other Governmental Authority asserts a claim that any Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify such Agent of a change in circumstances which rendered the exemption from or reduction of withholding tax ineffective or for any other reason, without Without limiting the provisions of Section 4.11(a2.15(a) or 4.12(c), such each Lender shall and the Issuing Bank shall, and does hereby, indemnify such Agent fully for all amounts paidthe Administrative Agent, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred 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) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold tax from amounts paid to or for the account of such Lender or Issuing Bank for any reason (including, without limitation, because the appropriate form was not delivered or not 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 withholding tax ineffective). 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 10.109.08. The agreements in this Section 10.10 9.08 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or Issuing Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. To Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Non-Excluded Taxes or Other Taxes attributable to such Lender (but only to the extent required by any applicable law, each that the Borrower has not already indemnified the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, for such Non-Excluded Taxes or Other Taxes and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If the Internal Revenue Service or any other Governmental Authority asserts a claim that any Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify such Agent of a change in circumstances which rendered the exemption from or reduction of withholding tax ineffective or for any other reason, without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 4.11(a9.6(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or 4.12, such Lender shall indemnify such paid by the Administrative Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together in connection with any Loan Document, and any reasonable expenses incurred and shall make payable in arising therefrom or with respect thereof within 30 days after demand thereforthereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 10.108.13. The agreements in this Section 10.10 8.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. To the extent required by any applicable lawRequirements of Law (including for this purpose, each Agent pursuant to any agreements entered into with a Governmental Authority), the Agents may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholdingTax. If the Internal Revenue Service IRS or any other authority of the United States or other Governmental Authority asserts a claim that any an Agent did not properly withhold tax Tax from any amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify such the Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of of, withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12Tax ineffective), such Lender shall indemnify such and hold harmless the Agent fully (to the extent that the Agent has not already been reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so) and shall make payable in respect thereof within 10 days after demand therefor, for all amounts paid, directly or indirectly, by such the Agent as tax Tax or otherwise, including any interest, additions to Tax or penalties or interest and thereto, together with all expenses incurred, including legal expenses and any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforother out-of-pocket expenses, 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 an Agent shall be conclusive deemed presumptively correct absent manifest error. Each Lender hereby authorizes the Administrative each 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 Agents under this Section 10.10‎Section 9.12. The agreements in this Section 10.10 ‎Section 9.12 shall survive the resignation and/or replacement of the Administrative an Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations. Unless required by applicable laws, at no time shall any 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 to or for the account of such Lender. For the avoidance of doubt, for the purposes of this ‎Section 9.12, the term “Lender” shall include the Issuing Banks.

Withholding Tax. To the extent required by any applicable lawLaws, each the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding taxTax. 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 no event shall such 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 be required to be responsible for or pay any additional amount with respect to any such withholding. If by the Internal Revenue Service IRS or any other Governmental Authority asserts as a claim that any result of the failure of the Administrative Agent did not to properly withhold tax Tax from amounts paid to or for the account of such Lender for any Lender reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify such the Administrative Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforTax ineffective). 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 10.109.18. The agreements in this Section 10.10 9.18 shall survive the resignation and/or or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. To the extent required by any applicable lawApplicable Law, each the Administrative Agent may withhold from any interest payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholdingTax. If the Internal Revenue Service or any authority of the United States or other Governmental Authority jurisdiction asserts a claim that any 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 documentation was not delivered or delivered, was not properly executed executed, or because such Lender failed to notify such the Administrative Agent or of a change in circumstances which that rendered the exemption from from, or reduction of of, withholding tax ineffective Tax ineffective, or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12), such Lender shall indemnify such the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower (solely to the extent required by this Agreement) and without limiting the obligation of the Borrower to do so) fully for all amounts paid, directly or indirectly, by such the Administrative Agent as tax Tax or otherwise, including any penalties or interest and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any expenses incurred and shall make payable in respect thereof within 30 days after demand therefor. A certificate as to the amount out of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorpocket expenses. 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 and/or any other Loan Credit Document against any amount due to the Administrative Agent under this Section 10.1012.10. The agreements in this Section 10.10 12.10 shall survive the resignation and/or replacement termination of this Agreement and the payment of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Revolving Credit Loans and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.amounts payable hereunder. AMERICAS 111453311

Withholding Tax. To the extent required by any applicable lawApplicable Law, each the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding taxTax. Without limiting or expanding the provisions of Section 2.18, each Lender shall indemnify and in no event shall such hold harmless the Administrative Agent be required to be responsible for 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 pay any additional amount with respect to any such withholding. If asserted against the Internal Revenue Service Administrative Agent by the IRS or any other Governmental Authority asserts as a claim that any 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, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify such the Administrative Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforTax ineffective). 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 10.108.14. The agreements in this Section 10.10 8.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. To the extent required by any applicable law, each Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding taxTax. Without limiting or expanding the provisions of Section 2.17, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If if the Internal Revenue Service or any other Governmental Authority asserts a claim that any Administrative Agent did not properly withhold tax Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify such Administrative Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of of, withholding tax Tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12, such Lender shall indemnify such 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 such Administrative Agent as tax Tax or otherwise, including any penalties or interest and together with any all expenses incurred (including legal expenses, allocated internal costs and shall make payable in respect thereof within 30 days after demand thereforout-of-pocket expenses) incurred. 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 10.109.9. The agreements in this Section 10.10 9.9 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. To the extent required by any applicable lawLaws, each Agent the Agents may withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholdingTax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that any an 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 was not properly executed property executed, or because such Lender failed to notify such the Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12Tax ineffective), such Lender shall indemnify such and hold harmless the Agent fully for all amounts paidagainst, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 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 Agent) incurred or asserted against the Agent, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 10.109.08. The agreements in this Section 10.10 9.08 shall survive the resignation and/or replacement of the Administrative an Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Revolving Credit Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations. For the avoidance of doubt, the term “Lender” shall, for purposes of this Section 9.08, include any Swing Line Lender and any L/C Issuer.

Withholding Tax. To the extent required by any applicable law, each Administrative Agent may shall withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If the Internal Revenue Service or any other Governmental Authority authority of the United States or other jurisdiction asserts a claim that any the Agent did not properly withhold tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify such the applicable Administrative Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of of, withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12ineffective), such Lender shall indemnify and hold harmless each Administrative Agent (to the extent that such Agent fully has not already been reimbursed by any Borrower and without limiting the obligation of any Borrower to do so) for all amounts paid, directly or indirectly, by such the Agent as tax or otherwise, including any interest, additions to tax or penalties or interest and thereto, together with all expenses incurred, including legal expenses and any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforother out-of-pocket expenses, whether or not such tax 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 Agents to set off and apply setoff any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due amounts owing to the Administrative Agent under Agents pursuant to this Section 10.1011.10. The agreements in For the avoidance of doubt the term “Lender” shall, for purposes of this Section 10.10 shall survive the resignation and/or replacement of the Administrative Agent11.10, include any assignment of rights by, or the replacement of, a Swingline Lender and the repayment, satisfaction or discharge any Letter of all other Term Loan Facility ObligationsCredit Issuer.

Withholding Tax. To the extent required by any applicable law, each Applicable Law Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholdingTax. If the Internal Revenue Service IRS or any other Governmental Authority Body asserts a claim that any 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 was not properly executed or because such Lender failed to notify such Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of of, withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12Tax ineffective), such Lender shall indemnify such and hold harmless Agent fully for all amounts paid, directly or indirectly, by such Agent as tax Tax or otherwise, including any penalties penalties, additions to Tax or interest and together with any all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred and shall make payable in respect thereof within 30 days after demand therefor(to the extent invoiced), whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Body. 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 Other Document against any amount due the Administrative Agent under this Section 10.1014.13. The agreements in this Section 10.10 14.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other Term Loan Facility Obligationsobligations.

Withholding Tax. To the extent required by any applicable lawlaws, each the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding taxTax. Without limiting or expanding the provisions of Section 2.17, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in no event shall such 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 be required to be responsible for or pay any additional amount with respect to any such withholding. If by the Internal Revenue Service IRS or any other Governmental Authority asserts as a claim that any result of the failure of the Administrative Agent did not to properly withhold tax Tax from amounts paid to or for the account of such Lender for any Lender reason (including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify such the Administrative Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of, withholding Tax ineffective), whether or not such Tax is correctly or legally asserted, or as a result of withholding tax ineffective or for any other reason, without limiting such Lender’s failure to comply with Section 9.04(c)(ii) relating to the provisions maintenance of Section 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand therefora Participant Register. 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 10.108.15. The agreements in this Section 10.10 8.15 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations. For the avoidance of doubt, the term “Lender” shall, for purposes of this Section 8.15, include any L/C Issuer.

Withholding Tax. To the extent required by any applicable lawLaws, each the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding taxTax. 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 no event shall such 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 be required to be responsible for or pay any additional amount with respect to any such withholding. If by the Internal Revenue Service IRS or any other Governmental Authority asserts as a claim that any result of the failure of the Administrative Agent did not to properly withhold tax Tax from amounts paid to or for the account of such Lender for any Lender reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify such the Administrative Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforTax ineffective). 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 10.109.13. The agreements in this Section 10.10 9.13 shall survive the resignation and/or or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. To the extent required by any applicable lawRequirement of Law, each Administrative Agent may withhold from any payment to any Lender Lender, an amount equivalent to any applicable withholding taxTax. Without limiting or expanding the provisions of Section 5.06, each Lender shall, indemnify the relevant Administrative Agent (to the extent that Administrative Agent has not already been reimbursed by the Credit Parties and without limiting or expanding the obligation of the Credit Parties to do so), and shall make payable in no event shall such respect thereof within thirty (30) 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 Administrative Agent) incurred by or asserted against Administrative Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If by the Internal Revenue Service or any other Governmental Authority asserts as a claim that any result of the failure of Administrative Agent did not to properly withhold tax Tax from amounts paid to or for the account of such Lender for any Lender reason (including, without limitation, because the appropriate form was not delivered or was not properly executed property executed, or because such Lender failed to notify such Administrative Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of withholding tax ineffective Tax ineffective), whether or for any other reason, without limiting the provisions of Section 4.11(a) not such Taxes were correctly or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly legally imposed or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforasserted. 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 Security Document against any amount due the Administrative Agent under this Section 10.10. The agreements in this Section 10.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.this

Withholding Tax. To the extent required by any applicable law, each Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If the Internal Revenue Service or any other Governmental Authority asserts a claim that any 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 was not properly executed or because such Lender failed to notify such the Administrative Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of of, withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12Tax ineffective), such Lender shall indemnify such and hold harmless the Administrative Agent fully for all amounts paidsuch Taxes and any reasonable expenses arising therefrom or with respect thereto, directly whether or indirectlynot such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority, by but only to the extent any Loan Party has not already indemnified the Administrative Agent for such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforTaxes. 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 10.109.13. The agreements in this Section 10.10 9.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other Term Loan Facility Obligationsobligations. For the avoidance of doubt, this Section 9.13 shall not limit or expand the obligations of the Borrower or any Guarantor under Section 3.01 or any other provision of this Agreement.

Withholding Tax. To All taxes due and payable on any payments to be made to a Lender under this Agreement shall be such Lender's sole responsibility, except to the extent such taxes are actually reimbursed by the Borrower under the Loan Documents. All payments to be made to each Lender under this Agreement shall be made after deduction for any taxes, charges, levies or withholdings which are imposed by the country of organization of the Borrower, the United States of America or any other applicable taxing authority. Each Lender agrees to provide to Administrative Agent completed and signed copies of any forms that may be required by the IRS (and any applicable lawstate authority), each Agent may withhold or as requested by the Administrative Agent, in order to certify such Lender's exemption from any payment to any Lender an amount equivalent to any or reduction of United States (or applicable state) withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount taxes with respect to payments to be made to such Lender under this Agreement or the Loan Documents. Each Lender agrees to promptly notify Administrative Agent of any such withholdingchange which would modify or render invalid any claimed exemption or reduction. If any governmental authority of the Internal Revenue Service United States or any other Governmental Authority jurisdiction asserts a claim that any Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify such Agent of a change in circumstances which rendered the exemption from or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12Lender, such Lender shall indemnify such Administrative Agent fully for all amounts paid, directly or indirectly, paid by such Administrative Agent as tax or otherwise, including penalties and interest, and including any penalties or interest and together with taxes imposed by any expenses incurred and shall make payable in respect thereof within 30 days after demand therefor. A certificate as to jurisdiction on the amount of such payment or liability delivered payable 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 10.10section, together with all costs and expenses (including legal expenses). The agreements in obligation of the Lenders under this Section 10.10 subsection shall survive the payment of all Obligations and the resignation and/or or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. To the extent required by any applicable law, each the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholdingTax. If the Internal Revenue Service or any other Governmental Authority authority of the United States or other jurisdiction asserts a claim that any the Administrative Agent did not properly withhold tax Tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or was not properly executed property executed, or because such Lender failed to notify such the Administrative Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of withholding tax ineffective Tax ineffective, or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12), such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by Borrower pursuant to Sections 2.12 and 2.15 and without limiting any obligation of Borrower to do so pursuant to such Agent Sections) fully for all amounts paid, directly or indirectly, by such the Administrative Agent as tax Taxes or otherwise, including any penalties or interest and together with all expenses incurred, including legal expenses and any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforother out-of-pocket expenses, 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 10.109.08. The agreements in this Section 10.10 9.08 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. To the extent required by any applicable lawlaws, each the Administrative Agent may withhold from any payment to any Lender or L/C Issuer an amount equivalent to any applicable withholding taxTax. Without limiting or expanding the provisions of Section 3.01, each Lender and L/C Issuer shall indemnify and hold harmless the Administrative Agent against, and shall make payable in no event shall such 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 be required to be responsible for or pay any additional amount with respect to any such withholding. If by the Internal Revenue Service or any other Governmental Authority asserts as a claim that any result of the failure of the Administrative Agent did not to properly withhold tax Tax from amounts paid to or for the account of such Lender or L/C Issuer for any Lender reason (including because the appropriate form was not delivered or was not properly executed executed, or because such Lender or L/C Issuer failed to notify such the Administrative Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforTax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender or L/C Issuer by the Administrative Agent shall be conclusive absent manifest error. Each Lender and L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or L/C Issuer under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 10.1010.12. The agreements in this Section 10.10 10.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. To the extent required by any applicable lawApplicable Law, each Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholdingTax. If the Internal Revenue Service IRS or any other Governmental Authority Body asserts a claim that any 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 was not properly executed or because such Lender failed to notify such Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of of, withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12Tax ineffective), such Lender shall indemnify such and hold harmless Agent fully for all amounts paid, directly or indirectly, by such Agent as tax Tax or otherwise, including any penalties penalties, additions to Tax or interest and together with any all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred and shall make payable in respect thereof within 30 days after demand therefor(to the extent invoiced), whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Body. 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 Other Document against any amount due the Administrative Agent under this Section 10.1014.13. The agreements in this Section 10.10 14.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other Term Loan Facility Obligationsobligations. For purposes of this Section 14.13, the term “Lender” shall include any Issuer.

Withholding Tax. To the extent required by any applicable law, each the Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholdingTax. If the Internal Revenue Service or any authority of the United States or other Governmental Authority jurisdiction asserts a claim that any the 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 such the Agent of a change in circumstances which that rendered the exemption from from, or reduction of of, withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12Tax ineffective), such Lender shall indemnify such the Agent (to the extent that the 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 such the Agent as tax Tax or otherwise, including any penalties or interest penalties, fines, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any expenses incurred and shall make payable in respect thereof within 30 days after demand therefor. A certificate as to the amount out of pocket expenses, whether or not such payment Tax is correctly or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorlegally imposed or asserted. 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 10.107.10. The agreements in For purposes of this Section 10.10 7.10, the term “Lender” includes any Issuing Bank. Each party’s rights and obligations under this Section 7.10 shall survive the resignation and/or or replacement of the Administrative Agent, Agent or any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligationsobligations under this Agreement.

Withholding Tax. To the extent required by any applicable law, each the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any withholding tax applicable withholding taxto such Lender. Without limiting or expanding the provisions of Section 3.01, each Lender shall indemnify and in no event shall such hold harmless the Administrative Agent be required to be responsible 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 pay any additional amount with respect to any such withholding. If asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority asserts as a claim that any result of the failure of the Administrative Agent did not to properly withhold tax from amounts paid to or for the account of such Lender for any Lender reason (including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify such the Administrative Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforineffective). 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 10.109.11. The agreements in this Section 10.10 9.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations. For purposes of this Section 9.11, a “Lender” shall include an L/C Issuer.

Withholding Tax. To All taxes due and payable on any payments to be made to a Lender under this Agreement shall be such Lender's sole responsibility, except to the extent such taxes are actually reimbursed by Borrower under the Loan Documents. All payments to be made to each Lender under this Agreement shall be made after deduction for any taxes, charges, levies or withholdings which are imposed by the country of incorporation of Borrower, the United States of America or any other applicable taxing authority. Each Lender agrees to provide to Agent completed and signed copies of any forms that may be required by the United States Internal Revenue Service (and any applicable law, each Agent may withhold state authority) in order to certify such Lender's exemption from any payment to any Lender an amount equivalent to any or reduction of United States (or applicable state) withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount taxes with respect to payments to be made to such Lender under this Agreement or the Loan Documents. Each Lender agrees to promptly notify Agent of any change which would modify or render invalid any claimed exemption or reduction, or of any sale, assignment, participation, or other transfer by such withholdingLender of all or part of its interest in the Facility. If any governmental authority of the Internal Revenue Service United States or any other Governmental Authority jurisdiction asserts a claim that any Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify such Agent of a change in circumstances which rendered the exemption from or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12Lender, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, paid by such Agent as tax or otherwise, including penalties and interest, and including any penalties or interest and together with taxes imposed by any expenses incurred and shall make payable in respect thereof within 30 days after demand therefor. A certificate as to jurisdiction on the amount of such payment or liability delivered payable 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 10.10section, together with all costs and expenses (including legal expenses). The agreements in obligation of the Lenders under this Section 10.10 subsection shall survive the payment of all Obligations and the resignation and/or or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. To the extent required by any applicable law, each the applicable Agent may withhold from any payment to any Lender or the Issuing Bank an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for Tax. Without limiting or pay any additional amount with respect to any such withholding. If the Internal Revenue Service or any other Governmental Authority asserts a claim that any Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify such Agent of a change in circumstances which rendered the exemption from or reduction of withholding tax ineffective or for any other reason, without limiting expanding the provisions of Section 4.11(a2.14(a) or 4.12(c), such each Lender shall and Issuing Bank shall, and does hereby, indemnify such Agent fully for all amounts paidagainst, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 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 such Agent) incurred by or asserted against such Agent by the Internal Revenue Service or any other Governmental Authority as a result of the failure of such Administrative Agent to 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 not property executed, or because such Lender or Issuing Bank failed to notify such Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative such Agent shall be conclusive absent manifest error. Each Lender and the Issuing Bank hereby authorizes the Administrative such 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 such Agent under this Section 10.109.09. The agreements in this Section 10.10 9.09 shall survive the resignation and/or replacement of the Administrative such Agent, any assignment of rights by, or the replacement of, a Lender or Issuing Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.

Withholding Tax. To the extent required by any applicable law, each Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If the Internal Revenue Service or any other Governmental Authority asserts a claim that any Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify such Agent of a change in circumstances which rendered the exemption from or reduction of withholding tax ineffective or for any other reason, without limiting the provisions of Section Subsection 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand therefor. 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 or such Issuing Bank under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 10.10Subsection 10.11. The agreements in this Section 10.10 Subsection 10.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Term First Lien Loan Facility Document Obligations.

Withholding Tax. To the extent required by any applicable lawApplicable Law, each the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholdingTax. If the Internal Revenue Service IRS or any authority of the United States or any other Governmental Authority jurisdiction asserts a claim that any 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 documentation was not delivered or delivered, was not properly executed executed, or because such Lender failed to notify such the Administrative Agent of a change in circumstances which that rendered the exemption from from, or reduction of of, withholding tax ineffective Tax ineffective, or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12), such Lender shall indemnify such the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower (solely to the extent required by this Agreement) and without limiting the obligation of the Borrower to do so) fully for all amounts paid, directly or indirectly, by such the Administrative Agent as tax Tax or otherwise, including any penalties or interest and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any expenses incurred and shall make payable in respect thereof within 30 days after demand therefor. A certificate as to the amount out of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorpocket expenses. 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 to the Administrative Agent under this Section 10.1012.10. For purposes of this Section 12.10, the term “Lender” includes any L/C Issuer. The agreements in this Section 10.10 12.10 shall survive the resignation and/or replacement termination of this Agreement and the payment of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Loans and the repayment, satisfaction or discharge of all other Term Loan Facility Obligationsamounts payable hereunder.

Withholding Tax. To the extent required by any applicable law, each the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding taxincome, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authority. Without limiting or expanding the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in no event shall such 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 be required to be responsible for or pay any additional amount with respect to any such withholding. If by the U.S. Internal Revenue Service or any other Governmental Authority asserts as a claim that any 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 such Lender for any Lender reason (including, without limitation, because the appropriate form was not delivered or was not properly executed executed, or because such Lender failed to notify such the Administrative Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of such required withholding tax ineffective or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12, such Lender shall indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforineffective). 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 instrument or document furnished pursuant hereto against any amount due the Administrative Agent under this Section 10.109.8. The agreements in this Section 10.10 9.8 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Term Loan Facility Obligationsobligations.

Withholding Tax. To the extent required by any applicable law, each the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholdingTax. If the Internal Revenue Service or any other Governmental Authority authority of the United States or other jurisdiction asserts a claim that any the Administrative Agent did not properly withhold tax Tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or was not properly executed property executed, or because such Lender failed to notify such the Administrative Agent of a change in circumstances which circumstance that rendered the exemption from from, or reduction of withholding tax ineffective Tax ineffective, or for any other reason, without limiting the provisions of Section 4.11(a) or 4.12), such Lender shall indemnify such and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by Borrower pursuant to Sections 2.12 and 2.15 and without limiting the obligation of Borrower to do so) fully for all amounts paid, directly or indirectly, by such the Administrative Agent as tax Taxes or otherwise, including any penalties or interest and together with all expenses incurred, including legal expenses and any expenses incurred and shall make payable in respect thereof within 30 days after demand thereforother out-of-pocket expenses, 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 10.109.08. The agreements in this Section 10.10 9.08 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other Term Loan Facility Obligations.