Common use of Withholding Tax Clause in Contracts

Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable income, 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 respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold any amounts from payments 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 such required withholding 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 instrument or document furnished pursuant hereto against any amount due the Administrative Agent under this Section 9.8. The agreements in this Section 9.8 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligations.

Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender under any Credit Document an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result authority of the failure of United States or other jurisdiction asserts a claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form was not delivered or delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective) or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such required withholding ineffectivepayment, such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation of any applicable Credit Party to do so), fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out 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 instrument or document furnished pursuant hereto Credit Document against any amount due to the Administrative Agent under this Section 9.812.10. The agreements in this Section 9.8 12.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations.

Withholding Tax. To the extent required by any applicable lawLaw, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as asserts a result of the failure of claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such 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 the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of of, withholding Tax ineffective or for any other reason), such required withholding ineffective)Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other instrument or document furnished pursuant hereto Loan Document against any amount due the Administrative Agent under this Section 9.89.14. The agreements in this Section 9.8 9.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any L/C Issuer and any Swing Line Lender and (2) this Section 9.14 shall not limit or expand the obligations of the Borrowers or any Guarantor under Section 3.01 or any other provision of this Agreement.

Withholding Tax. To the extent required by any applicable lawRequirement of Law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable income, stamp withholding Tax. If the IRS or any authority of the United States or any 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 jurisdiction asserts a claim that the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has did not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold any Tax from amounts from payments paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form documentation was not delivered or delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of such required of, withholding Tax ineffective). A certificate as , such Lender shall indemnify the Administrative Agent (to the amount extent that the Administrative Agent has not already been reimbursed by any applicable Loan Party and without limiting the obligation of such payment any applicable Loan Party to do so) fully for all amounts paid, directly or liability delivered to any Lender indirectly, by the Administrative Agent shall be conclusive absent manifest erroras Tax or otherwise, including penalties, fines, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out of pocket 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 instrument Loan Document or document furnished pursuant hereto otherwise against any amount due to the Administrative Agent under this Section 9.88.13. For purposes of this Section 8.13, the term “Lender” includes any Issuing Bank and any Swingline Lender. The agreements in this Section 9.8 8.13 shall survive the resignation and/or replacement of the Administrative Agent, the Collateral Agent or any assignment of rights byIssuing Bank, or the replacement of, a of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other obligationsObligations and the termination of this Agreement.

Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender, the Letter of Credit Issuer and the Swingline Lender under any Credit Document an amount equivalent to any applicable income, stamp withholding Tax. If the Canada Revenue Agency or Governmental Authority of any 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 jurisdiction asserts a claim that the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has did not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold any Tax from amounts from payments paid to or for the account of such any Lender for any reason (including, without limitation, because the appropriate form was not delivered or delivered, was not properly executed, or because such Lender Lender, the Letter of Credit Issuer or the Swingline Lender, as applicable, failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective) or if the Administrative Agent reasonably determines that a payment was made to a Lender, the Letter of Credit Issuer or the Swingline Lender pursuant to this Agreement without deduction of applicable withholding Tax from such required withholding ineffective). A certificate payment, such Lender, the Letter of Credit Issuer or the Swingline Lender, as applicable, shall indemnify the Administrative Agent (to the amount extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation, if any, of such payment any applicable Credit Party to do so) fully for all amounts paid, directly or liability delivered to any Lender indirectly, by the Administrative Agent shall be conclusive absent manifest erroras Tax or otherwise, including penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out of pocket expenses. Each Lender, the Letter of Credit Issuer and the Swingline Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender Lender, the Letter of Credit Issuer or the Swingline Lender, respectively, under this Agreement or any other instrument or document furnished pursuant hereto Credit Document against any amount due to the Administrative Agent under this Section 9.813.8. The agreements in this Section 9.8 13.8 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the Letter of Credit Issuer or the Swingline Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations.

Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent equal to any applicable income, stamp withholding tax. If the IRS 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 Authority asserts a claim that the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has did not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold tax from any amounts from payments amount paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form was not delivered or was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of such required of, withholding tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower and without limiting or expanding the obligation of the Borrower to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including any penalties, additions to tax or interest thereto, together with all expenses incurred, including legal expenses and any 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 errorprima facie evidence of the matters set forth therein. 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 instrument or document furnished pursuant hereto Loan Document against any amount due to the Administrative Agent under this Section 9.89.11. The agreements in this Section 9.8 9.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender any refund of Taxes withheld or deducted from funds paid for the account of such Lender.

Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender under any Credit Document an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result authority of the failure of United States or other jurisdiction asserts a claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form was not delivered or delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective) or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such required withholding ineffectivepayment, such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation of any applicable Credit Party to do so), fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out 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 instrument or document furnished pursuant hereto Credit Document against any amount due to the Administrative Agent under this Section 9.812.10. The agreements in this Section 9.8 12.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, for purposes of this Section 12.10, the term Lender includes each Letter of Credit Issuer and Swingline Lender.

Withholding Tax. To the extent required by any applicable lawLaw, the Administrative Agent may withhold from any payment to any Lender under any Loan Document an amount equivalent equal to any applicable income, stamp withholding Tax. If the IRS 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 Authority asserts a claim that the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has did not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from any amounts from payments amount paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form was not delivered or was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of such required of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to tax or interest thereon, together with all expenses incurred, including legal expenses and any 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 instrument or document furnished pursuant hereto Loan Document against any amount due to the Administrative Agent under this Section 9.810.16. The agreements in this Section 9.8 10.16 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments Facility, and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, for purposes of this Section 10.16, the term “Lender” includes any Issuing Bank and any Swing Line Lender.

Withholding Tax. To the extent required by any applicable law, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result authority of the failure of United States or other jurisdiction asserts a claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any 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 such required withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agents (to the extent that the Administrative Agent has not already been reimbursed by the Borrower pursuant to Sections 2.18 and 2.19 and without limiting or expanding the obligation of the Borrower to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, together with all expenses incurred, including legal expenses and any 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 instrument or document furnished pursuant hereto Loan Document against any amount due to the Administrative Agent under this Section 9.88.13. The agreements in this Section 9.8 8.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments this Agreement and the repayment, satisfaction or discharge of all other obligationsObligations. For purposes of this Section 8.13, the term “Lender” shall include any Fronting Bank and any Swingline Lender.

Withholding Tax. To the extent required by any applicable lawLaw, the Administrative Agent may withhold from any payment to any Lender, Swing Line Lender or the L/C Issuer an amount equivalent equal to any applicable income, stamp withholding Tax. If the IRS 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 Authority asserts a claim that the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has did not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from any amounts from payments amount paid to or for the account of such any Lender, Swing Line Lender or the L/C Issuer for any reason (including, without limitation, including because the appropriate form was not delivered or was not properly executed, or because such Lender, Swing Line Lender or the L/C Issuer failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of such required of, withholding Tax ineffective), such Lender, Swing Line Lender or the L/C Issuer shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by a Borrower and without limiting or expanding the obligation of any Borrower to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest thereon, together with all expenses incurred, including legal expenses and any out-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, Swing Line Lender or the L/C Issuer by the Administrative Agent shall be conclusive absent manifest error. Each Lender, Swing Line Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender, Swing Line Lender or the L/C Issuer under this Agreement or any other instrument or document furnished pursuant hereto Loan Document against any amount due to the Administrative Agent under this Section 9.8Article IX. The agreements in this Section 9.8 Article IX shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, Swing Line Lender or the L/C Issuer, the termination of the Commitments Loans and the repayment, satisfaction or discharge of all other 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, Swing Line Lender or the L/C Issuer any refund of Taxes withheld or deducted from funds paid for the account of such Lender, Swing Line Lender or the L/C Issuer.

Withholding Tax. To the extent required by any applicable lawlaw (as determined in good faith by the Administrative Agent), the Administrative Agent may withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service IRS or any other Governmental Authority as of any jurisdiction asserts a result of the failure of the claim that an Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form was not delivered or delivered, was not properly executed, executed or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective) or is otherwise required to pay any Indemnified Tax attributable to such Lender, any Excluded Tax attributable to such Lender or any Tax attributable to such Lender’s failure to comply with its obligations relating to the maintenance of a Participant Register, such required withholding ineffective)Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Loan Parties and without limiting the obligation of the Loan Parties to do so) fully for, and shall make payable in respect thereof within ten (10) days after demand therefor, all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including penalties and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out 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 instrument or document furnished pursuant hereto Loan Document against any amount due the Administrative Agent under this Section 9.88.11. The agreements in this Section 9.8 8.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For purposes of this Section 8.11, the term “Lender” includes any Issuing Bank.

Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender under any Credit Document an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. 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 respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by If the U.S. Internal Revenue Service or any other Governmental Authority as a result authority of the failure of United States or other jurisdiction asserts a claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form was not delivered or delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective) or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such required withholding ineffective)payment, such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation of any applicable Credit Party to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out 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 instrument or document furnished pursuant hereto Credit Document against any amount due to the Administrative Agent under this Section 9.812.10. The agreements in this Section 9.8 12.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, for purposes of this Section 12.10, the term Lender includes the Letter of Credit Issuer.

Withholding Tax. To the extent required by any applicable lawLaw, the Administrative Agent may deduct or withhold from any payment to any Lender under any Credit Document an amount equivalent to any applicable income, stamp withholding Tax. If the IRS or any other authority of the United States 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 jurisdiction asserts a claim that the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has did not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold any Tax from amounts from payments paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form documentation 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 such required withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agents (to the extent that the Administrative Agent has not already been reimbursed by any Credit Party pursuant to Sections 3.01 and 3.04 and without limiting or expanding the obligation of any Credit Party to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, together with all expenses incurred, including legal expenses and any out-of-pocket expenses, in each case, 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 instrument or document furnished pursuant hereto Credit Document against any amount due to the Administrative Agent under this Section 9.810.11. The agreements in this Section 9.8 10.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments this Agreement and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, for purposes of this Section 10.11, the term “Lender” shall include any L/C Issuer and the Swingline Lender.

Withholding Tax. To the extent required by any applicable lawLaws, the Administrative Agent or the Priority Revolving Agent, as applicable, may withhold from any payment to any Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding the provisions of Section 2.53.01, each Lender shall indemnify and hold harmless the Administrative Agent and the Priority Revolving Agent against, and shall make payable in respect thereof within 10 ten (10) days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, including fees, charges and disbursements of any counsel for the Administrative Agent and the Priority Revolving Agent, as applicable) incurred by or asserted against the Administrative Agent or the Priority Revolving Agent, as applicable, by the U.S. Internal Revenue Service IRS or any other Governmental Authority as a result of the failure of the Administrative Agent or the Priority Revolving Agent, as applicable, to properly withhold any tax from amounts from payments paid to or for the account of such Lender for any reason (including, without limitation, including because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent or the Priority Revolving Agent, as applicable, of a change in circumstance that rendered the exemption from, or reduction of such required withholding tax ineffective), whether or not such Taxes are correctly or legally imposed or asserted. Each Lender shall severally indemnify the Administrative Agent or the Priority Revolving Agent, as applicable, within 10 days after demand therefor, for (a) any Non-Excluded Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent or the Priority Revolving Agent, as applicable, for such Non-Excluded Taxes and without limiting the obligation of the Loan Parties to do so), (b) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.07(5) relating to the maintenance of a Participant Register and (c) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent or the Priority Revolving Agent, as applicable, in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent or the Priority Revolving Agent, as applicable, shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent and the Priority Revolving Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other instrument or document furnished pursuant hereto Loan Document against any amount due the Administrative Agent or the Priority Revolving Agent, as applicable, under this Section 9.89.17. The agreements in this Section 9.8 9.17 shall survive the resignation and/or or replacement of the Administrative Agent and the Priority Revolving Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For purposes of this Section 9.17, the term “Lender” includes any Issuing Bank and any Swing Line Lender.

Withholding Tax. To the extent required by any applicable lawlaw (as determined in good faith by the Administrative Agent), the Administrative Agent may withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service IRS or any other Governmental Authority as of any jurisdiction asserts a result of the failure of claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form was not delivered or delivered, was not properly executed, executed or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of such required of, withholding Tax ineffective), such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) fully for, and shall make payable in respect thereof within 30 days after demand therefor, all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including penalties and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out 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 instrument or document furnished pursuant hereto Loan Document against any amount due the Administrative Agent under this Section 9.88.11. The agreements in this Section 9.8 8.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For purposes of this Section 8.11, the term “Lender” includes any Issuing Bank and the Swingline Lender.

Withholding Tax. To the extent required by any applicable lawRequirements of Law (as determined in good faith by the Administrative Agent), the Administrative Agent may withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service IRS or any other Governmental Authority as of any jurisdiction asserts a result of the failure of claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form was not delivered or delivered, was not properly executed, executed or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of such required of, withholding Tax ineffective), such Lenders shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Loan Parties and without limiting the obligation of the Loan Parties to do so) fully for, and shall make payable in respect thereof within ten (10) days after demand therefor, all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out 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 instrument or document furnished pursuant hereto Loan Document against any amount due the Administrative Agent under this Section 9.88.11. The agreements in this Section 9.8 8.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For purposes of this Section 8.11, the term “Lender” includes any Issuing Bank.

Withholding Tax. To the extent required by any applicable law, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result authority of the failure of United States or other jurisdiction asserts a claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any 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 such required withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agents (to the extent that the Administrative Agent has not already been reimbursed by the Borrower pursuant to Sections 2.18 and 2.19 and without limiting or expanding the obligation of the Borrower to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, together with all expenses incurred, including legal expenses and any 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 instrument or document furnished pursuant hereto Loan Document against any amount due to the Administrative Agent under this Section 9.88.13. The agreements in this Section 9.8 8.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments this Agreement and the repayment, satisfaction or discharge of all other obligationsObligations.

Withholding Tax. To the extent required by any applicable lawLaw, the Administrative Agent may withhold from any payment to any Lender Buyer an amount equivalent equal to any applicable incomewithholding Tax; provided, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authority. Without limiting or expanding that Agent shall ensure that the provisions of Section 2.5, each Lender withholding does not exceed the minimum amount legally required and Agent shall indemnify and hold harmless pay the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only amount withheld to the extent that relevant Governmental Authority in accordance with applicable law. If the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service IRS or any other Governmental Authority as a result authority of the failure of the Administrative United States or other jurisdiction asserts a claim that Agent to did not properly withhold Tax from any amounts from payments amount paid to or for the account of such Lender any Buyer for any reason (including, without limitation, including because the appropriate form was not delivered or was not properly executed, or because such Lender Buyer failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of such required of, withholding Tax ineffective), such Buyer shall indemnify and hold harmless Agent (to the extent that Agent has not already been reimbursed by Seller or Guarantor and without limiting or expanding the obligation of Seller or Guarantor to do so) for all amounts paid, directly or indirectly, by Agent as Tax or otherwise, including any penalties, additions to Tax or interest thereon, together with all expenses incurred, including legal expenses and any out-of-pocket expenses, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority; provided, that Buyer shall not be required to indemnify Agent for penalties, addition to Tax or interest thereon, or any expenses incurred, to the extent the failure to withhold results from Agent’s gross negligence or willful misconduct. A certificate as to the amount of such payment or liability delivered to any Lender Buyer by the Administrative Agent shall be conclusive absent manifest error. Each Lender Buyer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender Buyer under this Framework Agreement or any other instrument or document furnished pursuant hereto Transaction Agreement against any amount due the Administrative to Agent under this Section 9.8Article VI. The agreements in this Section 9.8 Article VI shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a LenderBuyer, the termination expiration of the Commitments Facility Term and the repayment, satisfaction or discharge of all obligations under this Framework Agreement and the other obligationsTransaction Agreements. Unless required by applicable Laws, at no time shall Agent have any obligation to file for or otherwise pursue on behalf of a Buyer any refund of Taxes withheld or deducted from funds paid for the account of such Buyer.

Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender under any Credit Document an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result authority of the failure of United States or other jurisdiction asserts a claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form was not delivered or delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective) or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such required withholding ineffectivepayment, such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation of any applicable Credit Party to do so), fully for all amounts paid, directly or indirectly, by the Administrative Agent or as Tax or otherwise, including penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out 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 instrument or document furnished pursuant hereto Credit Document against any amount due to the Administrative Agent under this Section 9.812.10. The agreements in this Section 9.8 12.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations.

Withholding Tax. To If the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable income, 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 respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as asserts a result of the failure of claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such 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 the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason), such Lender shall indemnify and hold harmless the Administrative Agent fully for all such Taxes and any reasonable expenses arising therefrom or with respect thereto, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority, but only to the extent (without expanding any obligation of the Loan Parties pursuant to Section 3.01) that any Loan Party has not already indemnified the Administrative Agent for such required withholding ineffective)Taxes and without limiting any obligation of the Loan Parties to do so. 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 instrument or document furnished pursuant hereto Loan Document against any amount due the Administrative Agent under this Section 9.89.12. The agreements in this Section 9.8 9.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (i) the term “Lender” shall, for purposes of this Section 9.12, include any L/C Issuer and (ii) this Section 9.12 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 the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender under any Credit Document an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result authority of the failure of United States or other jurisdiction asserts a claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form was not delivered or delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective) or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such required withholding ineffectivepayment, such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation of any applicable Credit Party to do so), fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out 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 instrument or document furnished pursuant hereto Credit Document against any amount due to the Administrative Agent under this Section 9.812.10. The agreements in this Section 9.8 12.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, for purposes of this Section 12.10, the term Lender includes the Letter of Credit Issuer and the Swingline Lender.

Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent equal to any applicable income, stamp withholding tax. If the IRS 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 Authority asserts a claim that the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has did not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold tax from any amounts from payments amount paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form was not delivered or was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of such required of, withholding tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower or Holdings and without limiting or expanding the obligation of the Borrower and Holdings to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including any penalties, additions to tax or interest thereto, together with all expenses incurred, including legal expenses and any out-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 instrument or document furnished pursuant hereto Loan Document against any amount due to the Administrative Agent under this Section 9.89.12. The agreements in this Section 9.8 9.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments Facility and the repayment, satisfaction or discharge of all other obligationsLoan Obligations. 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 lawRequirement of Law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable income, stamp withholding tax. If the IRS or any authority of the United States 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 jurisdiction asserts a claim that the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has did not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold any tax from amounts from payments paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form was not delivered or delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of such required of, withholding tax ineffective), such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation of any applicable Credit Party to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out of pocket expenses. In addition, each Lender shall severally indemnify the Administrative Agent for (i) any Indemnified Taxes or Other Taxes attributable to such Lender (but only to the extent that any applicable Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes or Other Taxes and without limiting the obligation of any applicable Credit Party to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions relating to the maintenance of a Participant Register and (iii) any Excluded 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 or any other instrument or document furnished pursuant hereto Credit Document against any amount due to the Administrative Agent under this Section 9.812.10. The agreements in For the avoidance of doubt, for purposes of this Section 9.8 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender12.10, the termination of the Commitments term “Lender” includes any Issuing Bank and the repayment, satisfaction or discharge of all other obligationsany Swingline Lender.

Withholding Tax. To the extent required by any applicable lawlaws (as determined in good faith by the Administrative Agent or Revolving Agent, as applicable), the Administrative Agent or Revolving Agent, as applicable, may withhold from any payment to any Lender or under any Loan Document an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding the provisions of Section 2.52.17, each Lender shall indemnify and hold harmless the Administrative Agent or Revolving Agent against, and shall make payable payment in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, including fees, charges and disbursements of any counsel for the Administrative Agent or Revolving Agent, as applicable) incurred by or asserted against the Administrative Agent or Revolving Agent, as applicable, by the U.S. Internal Revenue Service IRS or any other Governmental Authority as a result of the failure of the Administrative Agent or Revolving Agent, as applicable, to properly withhold any Tax from amounts from payments paid to or for the account of such Lender for any reason (including, without limitation, including because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent or Revolving Agent, as applicable, of a change in circumstance that rendered the exemption from, or reduction of such required withholding Tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent or Revolving Agent, as applicable, shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent or Revolving Agent, as applicable, to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other instrument or document furnished pursuant hereto Loan Document against any amount due the Administrative Agent or Revolving Agent, as applicable, under this Section 9.88.11. The agreements in this Section 9.8 8.11 shall survive the resignation and/or replacement of the Administrative Agent or Revolving Agent, as applicable, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations.

Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender under any Credit Document an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result authority of the failure of United States or other jurisdiction asserts a claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form was not delivered or delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective) or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such required withholding ineffectivepayment, such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation of any applicable Credit Party to do so), fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out 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 instrument or document furnished pursuant hereto Credit Document against any amount due to the Administrative Agent under this Section 9.812.10. The agreements in this Section 9.8 12.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, for purposes of this Section 12.10, the term Lender includes the Letter of Credit Issuer and Swingline Lender.

Withholding Tax. To the extent required by any applicable lawlaw (as determined in good faith by the applicable Administrative Agent), the applicable Administrative Agent may withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable incomewithholding Tax. If the IRS or any other Governmental Authority of any jurisdiction asserts a claim that an Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered, stamp was not properly executed or other taxes, imposts, duties, chargesbecause such Lender failed to notify such Administrative Agent of a change in circumstances that rendered the exemption from, or fees imposedreduction of, leviedwithholding Tax ineffective), collected or assessed by any Governmental Authority. Without limiting or expanding the provisions of Section 2.5, each Lender such Lenders shall indemnify and hold harmless the such Administrative Agent against(to the extent that such Administrative Agent has not already been reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) fully for, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to all amounts paid, directly or indirectly, by such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes as Tax or otherwise, including penalties and without limiting the obligation of the Borrower to do so) and (ii) any and interest, together with all Taxes expenses incurred, including legal expenses, allocated staff costs and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements out of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold any amounts from payments 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 such required withholding ineffective)pocket expenses. A certificate as to the amount of such payment or liability delivered to any Lender by the such Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the such Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other instrument or document furnished pursuant hereto Loan Document against any amount due the such Administrative Agent under this Section 9.88.11. The agreements in this Section 9.8 8.11 shall survive the resignation and/or replacement of the any Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For purposes of this Section 8.11, the term “Lender” includes any Issuing Bank.

Withholding Tax. To the extent required by any applicable lawRequirement of Law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other authority of the United States or any other Governmental Authority as asserts a result of the failure of claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any 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 such required withholding Tax ineffective), such Lender shall, within 10 days after written demand therefor, indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Loan Parties pursuant to Section 2.19 and without limiting or expanding the obligation of the Loan Parties to do so) from and against all amounts paid, directly or indirectly, by the Administrative Agent as Taxes or otherwise, together with all expenses incurred, including legal expenses and any other 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 instrument or document furnished pursuant hereto Loan Document against any amount due the Administrative Agent under this Section 9.89.9. The agreements in this Section 9.8 9.9 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments this Agreement and the repayment, satisfaction or discharge payment of the Loans and all other obligationsamounts payable hereunder. For purposes of this Section 9.9, the term “Lender” shall include any Issuing Lender and any Swingline Lender.

Withholding Tax. To the extent required by any applicable lawRequirement of Law, the Administrative Agent may withhold from any payment to any Lender under any Loan Document an amount equivalent equal to any applicable income, stamp withholding Tax. If the IRS 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 respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent Authority asserts a claim that the Borrower has Agent did not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from any amounts from payments amount paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form was not delivered or was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of such required of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent (to the extent that the Agent has not already been reimbursed by the Loan Parties and without limiting or expanding the obligation of the Loan Parties to do so) for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, together with all expenses incurred, including legal expenses and any out-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 instrument or document furnished pursuant hereto Loan Document against any amount due to the Administrative Agent under this Section 9.810.11. The agreements in this Section 9.8 10.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Aggregate Revolving Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. Unless required by a Requirement of Law, at no time shall the Agent have any obligation to file for or otherwise pursue on behalf of a Lender any refund of Taxes withheld or deducted from funds paid for the account of such Lender. For the avoidance of doubt, for purposes of this Section 10.11, the term “Lender” shall include any Issuer and the Swing Line Lender.

Withholding Tax. To the extent required by any applicable lawLaw, the Administrative Agent may withhold from any payment to any Lender or Issuing Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as asserts a result of the failure of claim that the Administrative Agent to did not properly withhold any tax from amounts from payments paid to or for the account of such any Lender or Issuing Lender for any reason (including, without limitation, because the appropriate form was not delivered or was not properly executed, or because such Lender or Issuing Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of such required of, withholding tax ineffective), such Lender or Issuing Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrowers and without limiting or expanding the obligation of the Borrowers to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including any penalties, additions to tax or interest thereto, together with all expenses incurred, including legal expenses and any out-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 or Issuing Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender or Issuing Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or Issuing Lender under this Agreement or any other instrument or document furnished pursuant hereto Credit Document against any amount due to the Administrative Agent under this Section 9.8subsection 10.12. The agreements in this Section 9.8 subsection 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 Issuing Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. 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 or an Issuing Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or Issuing Lender.

Withholding Tax. To the extent required by any applicable lawLaw, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as asserts a result of the failure of claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such 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 the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of of, withholding Tax ineffective or for any other reason), such required withholding ineffective)Lender shall indemnify and hold harmless the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other instrument or document furnished pursuant hereto Loan Document against any amount due the Administrative Agent under this Section 9.89.14. The agreements in this Section 9.8 9.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.14, include any Issuing Bank and any Swing Line Lender and (2) this Section 9.14 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 the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender under any Credit Document an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result authority of the failure of United States or other jurisdiction asserts a claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form was not delivered or delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective) or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such required withholding ineffectivepayment, such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation of any applicable Credit Party to do so), fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out 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 instrument or document furnished pursuant hereto Credit Document against any amount due to the Administrative Agent under this Section 9.812.10. The agreements in this Section 9.8 12.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, for purposes of this Section 12.10, the term Lender includes the Swingline Lender and the Letter of Credit Issuers.

Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent equal to any applicable income, stamp withholding tax. If the IRS 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 Authority asserts a claim that the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has did not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold tax from any amounts from payments amount paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form was not delivered or was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of such required of, withholding tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower or Holdings and without limiting or expanding the obligation of the Borrower and Holdings to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including any penalties, additions to tax or interest thereto, together with all expenses incurred, including legal expenses and any out-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 instrument or document furnished pursuant hereto Loan Document against any amount due to the Administrative Agent under this Section 9.89.12. The agreements in this Section 9.8 9.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments Facility and the repayment, satisfaction or discharge of all other obligationsObligations. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender any refund of Taxes withheld or deducted from funds paid for the account of such Lender.

Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender under any Credit Document an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result authority of the failure of United States or other jurisdiction asserts a claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form was not delivered or delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective) or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such required withholding ineffectivepayment, such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation of any applicable Credit Party to do so), fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out 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 instrument or document furnished pursuant hereto Credit Document against any amount due to the Administrative Agent under this Section 9.812.11. The agreements in this Section 9.8 12.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For purposes of this Section 12.11, the term Lender includes the Letter of Credit Issuer.

Withholding Tax. To the extent required by any applicable lawApplicable Law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding the provisions of Section 2.52.17, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold any Tax from amounts from payments paid to or for the account of such any 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 such required withholding Tax 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 instrument or document furnished pursuant hereto Loan Document against any amount due the Administrative Agent under this Section 9.88.14. The agreements in this Section 9.8 8.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Revolver Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. 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 law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding tax. Without limiting or expanding the provisions of Section 2.54.10, each Lender shall indemnify and hold harmless if any Governmental Authority asserts a claim that the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has did not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold any tax from amounts from payments paid to or for the account of such 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 the Administrative Agent of a change in circumstance that which rendered the exemption from, or reduction of of, withholding tax ineffective or for any other reason, or the Administrative 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 required withholding ineffective)payment, each Lender shall indemnify the Administrative Agent, within 10 days demand therefor, fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-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 instrument or document furnished pursuant hereto Loan Document against any amount due to the Administrative Agent under this Section 9.810.12. The agreements in this Section 9.8 10.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations.

Withholding Tax. To the extent required by any applicable lawRequirements of Law (including for this purpose, pursuant to any agreements entered into with a Governmental Authority), the Administrative Agent Agents may withhold from any payment to any Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other authority of the United States or other Governmental Authority as asserts a result of the failure of the Administrative claim that an Agent to did not properly withhold Tax from any amounts from payments paid to or for the account of such any 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 such required of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent (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) for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any interest, additions to Tax or penalties thereto, together with all expenses incurred, including legal expenses and any other out-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 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 instrument or document furnished pursuant hereto Loan Document against any amount due the Administrative Agent Agents under this Section 9.89.12. The agreements in this Section 9.8 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, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. 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, the Administrative Agent may withhold from any payment to any Lender an amount equivalent equal to any applicable income, stamp withholding tax. If the IRS 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 Authority asserts a claim that the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has did not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold tax from any amounts from payments amount paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form was not delivered or was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of such required of, withholding tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower or Holdings and without limiting or expanding the obligation of the Borrower and Holdings to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including any penalties, additions to tax or interest thereto, together with all expenses incurred, including legal expenses and any 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 instrument or document furnished pursuant hereto Loan Document against any amount due to the Administrative Agent under this Section 9.89.12. The agreements in this Section 9.8 9.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments Facility and the repayment, satisfaction or discharge of all other obligationsLoan Obligations. 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 lawRequirement of Law, the Administrative Agent may withhold from any payment to any Lender under any Credit Document an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of United States or other jurisdiction asserts a claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form was not delivered or delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective) or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such required withholding ineffective). A certificate as payment, such Lender shall indemnify the Administrative Agent (to the amount extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting or expanding the obligation of such payment any applicable Credit Party to do so) fully for all amounts paid, directly or liability delivered to any Lender indirectly, by the Administrative Agent shall be conclusive absent manifest erroras Tax or otherwise, including penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out of pocket 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 instrument Credit Document or document furnished pursuant hereto from any other sources against any amount due to the Administrative Agent under this Section 9.812.10. The agreements in this Section 9.8 12.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, for purposes of this Section 12.10, the term “Lender” includes a Letter of Credit Issuer and the Swingline Lender.

Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender Bank an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritygovernmental authority. Without limiting or expanding the provisions of Section 2.52.15, each Lender Bank shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority governmental authority as a result of the failure of the Administrative Agent to properly withhold any amounts from payments to or for the account of such Lender Bank for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender Bank failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of such required withholding ineffective), provided that no Bank shall be liable for the portion of any interest, expenses or penalties that are found by a final non-appealable decision of a court of competent jurisdiction to have resulted from the Administrative Agent’s gross negligence or willful misconduct. 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 instrument or document furnished pursuant hereto against any amount due the Administrative Agent under this Section 9.87.08. The agreements in this Section 9.8 7.08 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a LenderBank, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligations. The Administrative Agent shall furnish the relevant Bank with a copy of the applicable notice or claim of the governmental authority or a certificate specifying in reasonable detail the circumstances surrounding the claim that the Administrative Agent is making pursuant to this Section 7.08 at the time the Administrative Agent makes a written demand for indemnification hereunder.

Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender under any Credit Document an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result authority of the failure of United States or other jurisdiction asserts a claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form was not delivered or delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective) or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such required withholding ineffectivepayment, such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation of any applicable Credit Party to do so), fully for all amounts paid, directly or indirectly, by the Administrative Agent or as Tax or otherwise, including penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out 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 instrument or document furnished pursuant hereto Credit Document against any amount due to the Administrative Agent under this Section 9.812.10. The agreements in this Section 9.8 12.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, for purposes of this Section 12.10, the term Lender includes the Letter of Credit Issuers.

Withholding Tax. To the extent required by any applicable lawLaws (including for this purpose, pursuant to any agreements entered into with a Governmental Authority), the Administrative Agent Agents may withhold from any payment to any Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as asserts a result of the failure of the Administrative claim that an Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any 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 such required withholding Tax ineffective), such Lender shall indemnify and hold harmless 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) for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any interest, additions to Tax or penalties thereto, together with all expenses incurred, including legal expenses and any other 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 or the L/C Issuer by the Administrative Agent or, as applicable, the Mexican Collateral Agent shall be conclusive absent manifest error. Each Lender and the L/C Issuer shall provide such certificate, document or other information that is required by Law or requested by the relevant Agent as is necessary for such Agent to determine the amount of any applicable withholding (or exemption) or to comply with any applicable information reporting requirements and hereby authorizes the Administrative each 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 instrument or document furnished pursuant hereto Loan Document against any amount due the Administrative to such Agent under this Section 9.89.12. The agreements in this Section 9.8 9.12 shall survive the resignation and/or replacement of the Administrative Agent or, as applicable, the Mexican Collateral Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations.

Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender or Issuer an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result authority of the failure of United States or other jurisdiction asserts a claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any Lender for any reason or Issuer (including, without limitation, because the appropriate form was not delivered or delivered, was not properly executed, or because such Lender or Issuer failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective, or for any other reason), such Lender or Issuer shall indemnify the Agent (to the extent that the Agent has not already been reimbursed by the Borrower or any Guarantor and without limiting any obligation of the Borrower or any Guarantor to do so) fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out of pocket expenses, whether or not such required withholding ineffective)Tax was correctly or legally asserted. A certificate as to the amount of such payment or liability delivered to any Lender or Issuer by the Administrative Agent shall be conclusive absent manifest error. The agreements in this Section 10.16 shall survive the resignation and/or replacement of the Agent, any assignment of rights by, or the replacement of, a Lender or Issuer, the termination of the Agreement and the repayment, satisfaction or discharge of all other Obligations. Each Lender and Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or Issuer under this Agreement or any other instrument or document furnished pursuant hereto Loan Document against any amount due the Administrative Agent under this Section 9.8. The agreements in this Section 9.8 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligations10.16.

Withholding Tax. To the extent required by any applicable lawlaw (as determined in good faith by the Administrative Agent), the Administrative Agent may withhold from any payment to any Lender under any Credit Document an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result authority of the failure of United States or other jurisdiction asserts a claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form was not delivered or delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective) or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such required withholding ineffectivepayment, such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation of any applicable Credit Party to do so), fully for all amounts paid, directly or indirectly, by the Administrative Agent or as Tax or otherwise, including penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out 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 instrument or document furnished pursuant hereto Credit Document against any amount due to the Administrative Agent under this Section 9.812.10. The agreements in this Section 9.8 12.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, for purposes of this Section 12.10, the term Lender includes the Swingline Lender and the Letter of Credit Issuer.

Withholding Tax. To the extent required by any applicable lawLaw, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result authority of the failure of United States or other jurisdiction asserts a claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any 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, or for any other reason), such required withholding ineffectiveLender 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 3.01 and 3.04 and without limiting any obligation of Borrower to do so pursuant to such Sections) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Taxes or otherwise (including any and all related losses, claims, liabilities, penalties, and interest), together with all expenses incurred, including legal expenses and any other 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 instrument or document furnished pursuant hereto Loan Document (and, in the case of the Term B-4 Loans, the IntermediateCo Unsecured Guarantee) against any amount due to the Administrative Agent under this Section 9.89.11. The agreements in this Section 9.8 9.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments this Agreement and the repayment, satisfaction or discharge of all other obligationsObligations.

Withholding Tax. To the extent required by any applicable lawApplicable Law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding the provisions of Section 2.52.18, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold any Tax from amounts from payments paid to or for the account of such any 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 such required withholding Tax 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 instrument or document furnished pursuant hereto Loan Document against any amount due the Administrative Agent under this Section 9.88.14. The agreements in this Section 9.8 8.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. 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 lawApplicable Law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding the provisions of Section 2.52.17, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold any Tax from amounts from payments paid to or for the account of such any 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 such required withholding Tax 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 instrument or document furnished pursuant hereto Loan Document against any amount due the Administrative Agent under this Section 9.88.14. The agreements in this Section 9.8 8.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the Payment in Full of the Obligations (or any portion thereof) and the termination of this Agreement. For the Commitments and avoidance of doubt, for purposes of this Section 8.14, the repayment, satisfaction or discharge of all other obligationsterm “Lender” includes any Issuing Bank.

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 required 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 applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, levies or fees imposedwithholdings which are imposed by the country of incorporation of such Lender, levied, collected the United States of America or assessed by any Governmental Authorityother applicable taxing authority. Without limiting or expanding the provisions of Section 2.5, each Each Lender shall indemnify and hold harmless the agrees to provide to Administrative Agent against, completed and shall make payable signed copies of any forms that may be required by the United States Internal Revenue Service (and any applicable state authority) in order to certify such Lender's exemption from or reduction of United States (or applicable state) withholding taxes with respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to payments to be made to such Lender (but only under the Loan Documents. Each Lender agrees to the extent that the Borrower has not already indemnified the promptly notify Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) 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 change that would modify or render invalid any claimed exemption or reduction, or of any sale, assignment, participation or other transfer by such Lender of all or asserted against the part of its Commitment or its Loans. If any Governmental Authority asserts a claim that Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to did not properly withhold any tax from amounts from payments paid to or for the account of any Lender, 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 shall indemnify Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of such required withholding ineffective). A certificate as to the amount of such payment or liability delivered to any Lender fully for all amounts paid by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the Administrative Agent amounts payable to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other instrument or document furnished pursuant hereto against any amount due the Administrative Agent under this Section 9.8Section, together with all costs and expenses (including legal expenses). The agreements in obligation of each Lender under this Section 9.8 10.11 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, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligations.

Withholding Tax. To the extent required by any applicable lawLaw, the Administrative Agent may withhold from any payment to any Lender Buyer an amount equivalent equal to any applicable incomewithholding Tax; provided, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authority. Without limiting or expanding that Agent shall ensure that the provisions of Section 2.5, each Lender withholding does not exceed the minimum amount legally required and Agent shall indemnify and hold harmless pay the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only amount withheld to the extent that relevant Governmental Authority in accordance with applicable law. If the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service IRS or any other Governmental Authority as a result authority of the failure of the Administrative United States or other jurisdiction asserts a claim that Agent to did not properly withhold Tax from any amounts from payments amount paid to or for the account of such Lender any Buyer for any reason (including, without limitation, including because the appropriate form was not delivered or was not properly executed, or because such Lender Buyer failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of such required of, withholding Tax ineffective), such Buyer shall indemnify and hold harmless Agent (to the extent that Agent has not already been reimbursed by Seller or any Guarantor and without limiting or expanding the obligation of Seller or any Guarantor to do so) for all amounts paid, directly or indirectly, by Agent as Tax or otherwise, including any penalties, additions to Tax or interest thereon, together with all expenses incurred, including legal expenses and any out-of-pocket expenses, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority; provided, that Buyer shall not be required to indemnify Agent for penalties, addition to Tax or interest thereon, or any expenses incurred, to the extent the failure to withhold results from Agent’s gross negligence or willful misconduct. A certificate as to the amount of such payment or liability delivered to any Lender Buyer by the Administrative Agent shall be conclusive absent manifest error. Each Lender Buyer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender Buyer under this Framework Agreement or any other instrument or document furnished pursuant hereto Transaction Agreement against any amount due the Administrative to Agent under this Section 9.8Article VI. The agreements in this Section 9.8 Article VI shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a LenderBuyer, the termination expiration of the Commitments Facility Term and the repayment, satisfaction or discharge of all obligations under this Framework Agreement and the other obligationsTransaction Agreements. Unless required by applicable Laws, at no time shall Agent have any obligation to file for or otherwise pursue on behalf of a Buyer any refund of Taxes withheld or deducted from funds paid for the account of such Buyer.

Withholding Tax. To the extent required by any applicable lawApplicable Law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees Taxes imposed, levied, collected or assessed by any Governmental Authority. Without limiting or expanding the provisions of Section 2.55.11, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold any amounts from payments 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 such required withholding 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 instrument or document furnished pursuant hereto Loan Document against any amount due the Administrative Agent under this Section 9.813.12. For purposes of this Section 13.12, the term “Lender” includes any Issuing Lender and any Swingline Lender. The agreements in this Section 9.8 13.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations.

Withholding Tax. To the extent required by any applicable lawApplicable Law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding the provisions of Section 2.52.15, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold any Tax from amounts from payments paid to or for the account of such any 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 such required withholding Tax 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 instrument or document furnished pursuant hereto Loan Document against any amount due the Administrative Agent under this Section 9.88.14. The agreements in this Section 9.8 8.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Revolver Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. 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 lawRequirement of Law, the Administrative Agent may withhold from any payment to any Lender Lender, an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding the provisions of Section 2.55.06, each Lender shall shall, indemnify and hold harmless the relevant Administrative Agent against(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 respect thereof within 10 thirty (30) calendar days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and against all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold any Tax from amounts from payments 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 property executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of such required withholding Tax ineffective), whether or not such Taxes were correctly or legally imposed or asserted. 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 instrument or document furnished pursuant hereto Security Document against any amount due the Administrative Agent under this Section 9.812.13. The agreements in this Section 9.8 12.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of any Loans and all other obligationsamounts payable hereunder. For the avoidance of doubt, for purposes of this Section 12.13, the term “Lender” includes any L/C Lender.

Withholding Tax. To the extent required by any applicable law, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result authority of the failure of United States or other jurisdiction asserts a claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any 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 such required withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agents (to the extent that the Administrative Agent has not already been reimbursed by the Borrower pursuant to Sections 2.14 and 2.20 and without limiting or expanding the obligation of the Borrower to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, together with all expenses incurred, including legal expenses and any 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 instrument or document furnished pursuant hereto Loan Document against any amount due to the Administrative Agent under this Section 9.88.02. The agreements in this Section 9.8 8.02 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments this Agreement and the repayment, satisfaction or discharge of all other obligationsObligations. For purposes of this Section 8.02, the term “Lender” shall include any Issuing Bank.

Withholding Tax. To the extent Any amounts payable pursuant to this Agreement (“Payments”) shall not be reduced on account of any Taxes and shall be made without any withholding or deduction unless such withholding or deduction is required by Applicable Law. The Party receiving the payment (the “Payee”) shall be responsible for paying to the appropriate Tax Authority any and all Taxes, other than withholding Taxes required by Applicable Law to be paid by the Party making the payment (the “Payor”), levied on account of, or measured in whole or in part by reference to, any Payments to which it is entitled. The Payor shall deduct or withhold from the Payments any Taxes that it is required by Applicable Laws to deduct or withhold. The Payor shall notify the Payee in writing at least [***] before any Payment is due where it expects to make any withholding or deduction with respect to Taxes. Such notification shall contain sufficient details to enable the Payee, acting reasonably, to ascertain whether or not it is entitled under a Tax treaty or otherwise to any reduction or elimination of such withholding Tax. If the Payee is entitled under any applicable law, the Administrative Agent may withhold from any payment Tax treaty to any Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, chargesa reduction of rate of, or fees imposedthe elimination of, leviedapplicable withholding Tax, collected it may deliver to the Payor or assessed by any the appropriate Governmental Authority. Without limiting or expanding Authority (with the provisions assistance of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only Payor to the extent reasonably required) the forms necessary to reduce the applicable rate of withholding or deduction or to relieve the Payor of its obligation to withhold or deduct Tax, and the Payor shall apply the reduced rate of withholding or deduction, or dispense with withholding or deduction, as the case may be; provided, that the Borrower Payor has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation received evidence, in a form reasonably satisfactory to it, of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold any amounts from payments to or for the account Payee’s delivery of such Lender for necessary forms at least [***] prior to the time that the Payments are due. If the Payor withholds or deducts any reason (including, without limitation, because Taxes from the appropriate form was not delivered or not properly executed, or because such Lender failed Payments while the Payee is entitled under any applicable tax treaty to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of such required withholding 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 instrument or document furnished pursuant hereto against any amount due the Administrative Agent under this Section 9.8. The agreements in this Section 9.8 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights byrate of, or the replacement elimination of, a Lenderapplicable withholding tax, the termination Payor shall reasonably cooperate with the Payee with respect to any documentation required by the appropriate Governmental Authority or reasonably requested by the Payee to secure a reduction of the Commitments and rate of, or the repaymentelimination of, satisfaction the applicable Taxes withheld or discharge deducted or to secure a repayment of all other obligationsor credit in respect of any Taxes withheld or deducted by the Payor from an applicable Governmental Authority.

Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable income, stamp withholding tax and shall timely pay the full amount deducted or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any withheld to the relevant Governmental AuthorityAuthority in accordance with applicable law. Without limiting or expanding the provisions of Section 2.53.01, each Lender shall severally indemnify and hold harmless the Administrative Agent againstAgent, and shall make payable in respect thereof within 10 days after written demand therefor, for (i) any Non-Excluded Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Indemnified Taxes and without limiting the obligation of the Borrower to do so) and ), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and all (iii) any Excluded Taxes and any and all related lossesattributable to such Lender, claimsin each case, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred that are payable or paid by or asserted against the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the U.S. Internal Revenue Service or any other relevant Governmental Authority as a result of the failure of the Administrative Agent to properly withhold any amounts from payments 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 such required withholding ineffective)Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other instrument or document furnished pursuant hereto source against any amount due to the Administrative Agent under this Section 9.89.11. The agreements in this Section 9.8 9.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligations.

Withholding Tax. To the extent required by any applicable law, the Administrative Agent may shall withhold from any payment to any Lender an amount equivalent equal to any applicable income, stamp withholding Tax. If the IRS 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 respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent Authority asserts a claim that the Borrower has Agent did not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from any amounts from payments amount paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form was not delivered or was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of such required of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent (to the extent that the Agent has not already been reimbursed by the Borrower and without limiting or expanding the obligation of the Borrower to do so) for all amounts paid, directly or indirectly, by the Agent as tax or otherwise, including any penalties, additions to Tax or interest thereon, together with all expenses incurred, including legal expenses and any out-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 instrument or document furnished pursuant hereto Loan Document against any amount due to the Administrative Agent under this Section 9.8Article 9. The agreements in this Section 9.8 Article 9 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments Loans and the repayment, satisfaction or discharge of all other obligationsobligations under this Agreement. Unless required by applicable laws, at no time shall the Agent have any obligation to file for or otherwise pursue on behalf of a Lender any refund of Taxes withheld or deducted from funds paid for the account of such Lender.

Withholding Tax. To the extent required by any applicable lawRequirement of Law, the applicable Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of United States or any other Governmental Authority asserts a claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any Lender for any reason (including, without limitation, including 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 such required withholding Tax ineffective), such Lender shall, within 10 days after written demand therefor, indemnify and hold harmless the applicable Administrative Agent (to the extent that such Administrative Agent has not already been reimbursed by the Loan Parties pursuant to Section 2.19 and without limiting or expanding the obligation of the Loan Parties to do so) from and against all amounts paid, directly or indirectly, by such Administrative Agent as Taxes or otherwise, together with all expenses incurred, including legal expenses and any other 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 applicable Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the applicable Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other instrument Loan Document or document furnished pursuant hereto from any other sources against any amount due the such Administrative Agent under this Section 9.89.9. The agreements in this Section 9.8 9.9 shall survive the resignation and/or or replacement of the applicable Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments this Agreement and the repayment, satisfaction or discharge payment of the Loans and all other obligationsamounts payable under any Loan Document. For purposes of this Section 9.9, the term “Lender” shall include any Issuing Lender and any Swingline Lender.

Withholding Tax. To the extent required by any applicable lawRequirement of Law, the Administrative Agent may withhold from any payment to any Lender Lender, an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding tax. Without limiting or expanding the provisions of Section 2.55.06, each Lender shall shall, indemnify and hold harmless the relevant Administrative Agent against(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 respect thereof within 10 thirty (30) calendar days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) against any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold any tax from amounts from payments 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 property executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of such required withholding tax 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 instrument or document furnished pursuant hereto against any amount due the Administrative Agent under this Section 9.812.13. The agreements in this Section 9.8 12.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of any Loans and all other obligationsamounts payable hereunder.

Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender under any Credit Document an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result authority of the failure of United States or other jurisdiction asserts a claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form was not delivered or delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective) or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such required withholding ineffective)payment, such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation of any applicable Credit Party to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out-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 instrument or document furnished pursuant hereto Credit Document against any amount due to the Administrative Agent under this Section 9.812.10. The agreements in this Section 9.8 12.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligations.Obligations. For the avoidance of doubt, for purposes of this Section 12.10, the term Lender includes the Letter of Credit Issuers. 183

Withholding Tax. To the extent required by any applicable law, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result authority of the failure of United States or other jurisdiction asserts a claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any Lender or the Issuing Bank for any reason (including, without limitation, because the appropriate form was not delivered or not properly property executed, or because such Lender or the Issuing Bank failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective, or for any other reason), such required withholding ineffective)Lender or the Issuing Bank shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower pursuant to Sections 2.12 and 2.15 and without limiting any obligation of the Borrower to do so pursuant to such Sections) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Taxes or otherwise, together with all expenses incurred, including legal expenses and any other 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 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 the Issuing Bank under this Agreement or any other instrument or document furnished pursuant hereto Loan Document against any amount due to the Administrative Agent under this Section 9.89.08. The agreements in this Section 9.8 9.08 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Revolving Commitments and the repayment, satisfaction or discharge of all other obligationsObligations.

Withholding Tax. To the extent required by any applicable lawLaw, the Administrative Agent may withhold from any payment to any Lender Buyer an amount equivalent equal to any applicable incomewithholding Tax; provided, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authority. Without limiting or expanding that Agent shall ensure that the provisions of Section 2.5, each Lender withholding does not exceed the minimum amount legally required and Agent shall indemnify and hold harmless pay the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only amount withheld to the extent that relevant Governmental Authority in accordance with applicable law. If the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service IRS or any other Governmental Authority as a result authority of the failure of the Administrative United States or other jurisdiction asserts a claim that Agent to did not properly withhold Tax from any amounts from payments amount paid to or for the account of such Lender any Buyer for any reason (including, without limitation, including because the appropriate form was not delivered or was not properly executed, or because such Lender Buyer failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of such required of, withholding Tax ineffective), such Buyer shall indemnify and hold harmless Agent (to the extent that Agent has not already been reimbursed by Seller or Guarantor and without limiting or expanding the obligation of Seller or Guarantor to do so) for all amounts paid, directly or indirectly, by Agent as Tax or otherwise, including any penalties, additions to Tax or interest thereon, together with all reasonable expenses incurred, including legal expenses and any out-of-pocket expenses, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority; provided, that Buyer shall not be required to indemnify Agent for penalties, addition to Tax or interest thereon, or any expenses incurred, to the extent the failure to withhold results from Agent’s gross negligence or willful misconduct. A certificate as to the amount of such payment or liability delivered to any Lender Buyer by the Administrative Agent shall be conclusive absent manifest error. Each Lender Buyer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender Buyer under this Framework Agreement or any other instrument or document furnished pursuant hereto Transaction Agreement against any amount due the Administrative to Agent under this Section 9.8Article VI. The agreements in this Section 9.8 Article VI shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a LenderBuyer, the termination expiration of the Commitments Facility Term and the repayment, satisfaction or discharge of all obligations under this Framework Agreement and the other obligationsTransaction Agreements. Unless required by applicable Laws, at no time shall Agent have any obligation to file for or otherwise pursue on behalf of a Buyer any refund of Taxes withheld or deducted from funds paid for the account of such Buyer.

Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender, the Letter of Credit Issuer and the Swingline Lender under any Credit Document an amount equivalent to any applicable income, stamp withholding Tax. If the Canada Revenue Agency or Governmental Authority of any 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 jurisdiction asserts a claim 4125-0188-8327.12 that the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has did not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold any Tax from amounts from payments paid to or for the account of such any Lender for any reason (including, without limitation, because the appropriate form was not delivered or delivered, was not properly executed, or because such Lender Lender, the Letter of Credit Issuer or the Swingline Lender, as applicable, failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective) or if the Administrative Agent reasonably determines that a payment was made to a Lender, the Letter of Credit Issuer or the Swingline Lender pursuant to this Agreement without deduction of applicable withholding Tax from such required withholding ineffective). A certificate payment, such Lender, the Letter of Credit Issuer or the Swingline Lender, as applicable, shall indemnify the Administrative Agent (to the amount extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation, if any, of such payment any applicable Credit Party to do so) fully for all amounts paid, directly or liability delivered to any Lender indirectly, by the Administrative Agent shall be conclusive absent manifest erroras Tax or otherwise, including penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out of pocket expenses. Each Lender, the Letter of Credit Issuer and the Swingline Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender Lender, the Letter of Credit Issuer or the Swingline Lender, respectively, under this Agreement or any other instrument or document furnished pursuant hereto Credit Document against any amount due to the Administrative Agent under this Section 9.813.8. The agreements in this Section 9.8 13.8 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the Letter of Credit Issuer or the Swingline Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations.

Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender under any Credit Document an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result authority of the failure of United States or other jurisdiction asserts a claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form was not delivered or delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective) or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such required withholding ineffective)payment, such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation of any applicable Credit Party to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out 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 instrument or document furnished pursuant hereto Credit Document against any amount due to the Administrative Agent under this Section 9.812.10. The agreements in this Section 9.8 12.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, for purposes of this Section 12.10, the term Lender includes the Letter of Credit Issuer and the Swingline Lender. 161 National Vision Holdings, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

Withholding Tax. To the extent required by any applicable lawLaw, the Administrative Agent may withhold from any payment to any Lender, Swing Line Lender or the L/C Issuer an amount equivalent equal to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result authority of the failure of United States or other jurisdiction asserts a claim that the Administrative Agent to did not properly withhold Tax from any amounts from payments amount paid to or for the account of such any Lender, Swing Line Lender or the L/C Issuer for any reason (including, without limitation, including because the appropriate form was not delivered or was not properly executed, or because such Lender, Swing Line Lender or the L/C Issuer failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of such required of, withholding Tax ineffective), such Lender, Swing Line Lender or the L/C Issuer shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower and without limiting or expanding the obligation of the Borrower to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest thereon, together with all expenses incurred, including legal expenses and any 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, Swing Line Lender or the L/C Issuer by the Administrative Agent shall be conclusive absent manifest error. Each Lender, Swing Line Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender, Swing Line Lender or the L/C Issuer under this Agreement or any other instrument or document furnished pursuant hereto Loan Document against any amount due to the Administrative Agent under this Section 9.8Article IX. The agreements in this Section 9.8 Article IX shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, Swing Line Lender or the L/C Issuer, the termination of the Commitments Loans and the repayment, satisfaction or discharge of all other 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, Swing Line Lender or the L/C Issuer any refund of Taxes withheld or deducted from funds paid for the account of such Lender, Swing Line Lender or the L/C Issuer.

Withholding Tax. To The Agent agrees to act as the extent required U.S. federal withholding Tax agent with respect to all amounts payable by any applicable law, it under the Administrative Loan Documents. The Agent may shall withhold from any payment to any Lender an amount equivalent equal to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed withholding Tax required to be withheld by any applicable law. If the IRS or 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 respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent Authority asserts a claim that the Borrower has Agent did not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from any amounts from payments amount paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form was not delivered or was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of such required of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent (to the extent that the Agent has not already been reimbursed by the Borrowers and without limiting or expanding the obligation of the Borrowers to do so) for all amounts paid, directly or indirectly, by the Agent as tax or otherwise, including any penalties, additions to Tax or interest thereon, together with all expenses incurred, including legal expenses and any out-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 instrument or document furnished pursuant hereto Loan Document against any amount due to the Administrative Agent under this Section 9.8Article 9. The agreements in this Section 9.8 Article 9 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments Loans and the repayment, satisfaction or discharge of all other obligationsobligations under this Agreement. Unless required by applicable laws, at no time shall the Agent have any obligation to file for or otherwise pursue on behalf of a Lender any refund of Taxes withheld or deducted from funds paid for the account of such Lender.

Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender under any Credit Document an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result authority of the failure of United States or other jurisdiction asserts a claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form was not delivered or delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective) or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such required withholding ineffective)payment, such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation of any applicable Credit Party to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out 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 instrument or document furnished pursuant hereto Credit Document against any amount due to the Administrative Agent under this Section 9.812.10. The agreements in this Section 9.8 12.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligations.Obligations. 155

Withholding Tax. To (a) (i) Each Lender that is not a "United States person" within the extent required meaning of Section 7701(a)(30) of the Code (a "Foreign Lender") shall deliver to the Administrative Agent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Foreign Lender by the Borrower pursuant to this Agreement) or IRS Form W-8ECI or any applicable law, successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower pursuant to this Agreement) or such other evidence satisfactory to the Borrower and the Administrative Agent may withhold from any payment that such Foreign Lender is entitled to any Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, chargesexemption from, or fees imposedreduction of, leviedU.S. withholding tax, collected or assessed by including any Governmental Authorityexemption pursuant to Section 881(c) of the Code. Without limiting or expanding the provisions of Section 2.5Thereafter and from time to time, each such Foreign Lender shall indemnify and hold harmless (A) promptly submit to the Administrative Agent againstsuch additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to or such Lender (but only evidence as is satisfactory to the extent that the Borrower has not already indemnified and the Administrative Agent for of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Non-Excluded Taxes and without limiting the obligation of Foreign Lender by the Borrower pursuant to do sothis Agreement, (B) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold any amounts from payments 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 promptly notify the Administrative Agent of a any change in circumstance that rendered circumstances which would modify or render invalid any claimed exemption or reduction, and (C) take such steps as shall not be materially disadvantageous to it, in the exemption from, or reduction reasonable judgment of such required Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws that the Borrower make any deduction or withholding 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 for taxes from amounts at any time owing payable to such Lender under this Agreement or any other instrument or document furnished pursuant hereto against any amount due the Administrative Agent under this Section 9.8. The agreements in this Section 9.8 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Foreign Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligations.

Withholding Tax. To the extent required by any applicable lawLaws (including for this purpose, pursuant to any agreements entered into with a Governmental Authority), the Administrative Agent Agents may withhold from any payment to any Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as asserts a result of the failure of the Administrative claim that an Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any 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 such required withholding Tax ineffective), such Lender shall indemnify and hold harmless 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) for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any interest, additions to Tax or penalties thereto, together with all expenses incurred, including legal expenses and any other 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 or, as applicable, the Mexican Collateral Agent shall be conclusive absent manifest error. Each Lender shall provide such certificate, document or other information that is required by Law or requested by the relevant Agent as is necessary for such Agent to determine the amount of any applicable withholding (or exemption) or to comply with any applicable information reporting requirements and 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 instrument or document furnished pursuant hereto Loan Document against any amount due the Administrative to such Agent under this Section 9.89.12. The agreements in this Section 9.8 9.12 shall survive the resignation and/or replacement of the Administrative Agent or, as applicable, the Mexican Collateral Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations.

Withholding Tax. To the extent required by any applicable law, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result authority of the failure of United States or other jurisdiction asserts a claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly property executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective, or for any other reason), such required withholding ineffective)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 Sections) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Taxes or otherwise, together with all expenses incurred, including legal expenses and any other 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 instrument or document furnished pursuant hereto Loan Document against any amount due to the Administrative Agent under this Section 9.89.08. The agreements in this Section 9.8 9.08 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments this Agreement and the repayment, satisfaction or discharge of all other obligationsObligations.

Withholding Tax. To the extent required by any applicable lawLaws, the Administrative Agent or the Priority Revolving Agent, as applicable, may withhold from any payment to any Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding the provisions of Section 2.53.01, each Lender shall indemnify and hold harmless the Administrative Agent and the Priority Revolving Agent against, and shall make payable in respect thereof within 10 ten (10) days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, including fees, charges and disbursements of any counsel for the Administrative Agent and the Priority Revolving Agent, as applicable) incurred by or asserted against the Administrative Agent or the Priority Revolving Agent, as applicable, by the U.S. Internal Revenue Service IRS or any other Governmental Authority as a result of the failure of the Administrative Agent or the Priority Revolving Agent, as applicable, to properly withhold any tax from amounts from payments paid to or for the account of such Lender for any reason (including, without limitation, including because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent or the Priority Revolving Agent, as applicable, of a change in circumstance that rendered the exemption from, or reduction of such required withholding tax ineffective), whether or not such Taxes are correctly or legally imposed or asserted. Each Lender shall severally indemnify the Administrative Agent or the Priority Revolving Agent, as applicable, within 10 days after demand therefor, for (a) any Non-Excluded Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent or the Priority Revolving Agent, as applicable, for such Non-Excluded Taxes and without limiting the obligation of the Loan Parties to do so), (b) any Taxes attributable to such Lxxxxx’s failure to comply with the provisions of Section 10.07(5) relating to the maintenance of a Participant Register and (c) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent or the Priority Revolving Agent, as applicable, in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent or the Priority Revolving Agent, as applicable, shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent and the Priority Revolving Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other instrument or document furnished pursuant hereto Loan Document against any amount due the Administrative Agent or the Priority Revolving Agent, as applicable, under this Section 9.89.17. The agreements in this Section 9.8 9.17 shall survive the resignation and/or or replacement of the Administrative Agent and the Priority Revolving Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For purposes of this Section 9.17, the term “Lender” includes any Issuing Bank and any Swing Line Lender.

Withholding Tax. To the extent required by any applicable lawLaws (as determined in good faith by the Administrative Agent and the Collateral Agent), the Administrative Agent and the Collateral Agent may withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding the provisions of Section 2.53.01, each Lender shall indemnify and hold harmless the Administrative Agent and the Collateral Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, including fees, charges and disbursements of any counsel for the Administrative Agent and the Collateral Agent) incurred by or asserted against the Administrative Agent and the Collateral Agent by the U.S. Internal Revenue Service IRS or any other Governmental Authority as a result of the failure of the Administrative Agent and the Collateral Agent to properly withhold any Tax from amounts from payments paid to or for the account of such Lender for any reason (including, without limitation, including because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent and the Collateral Agent of a change in circumstance that rendered the exemption from, or reduction of such required withholding Tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent or the Collateral Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent and the Collateral Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other instrument or document furnished pursuant hereto Loan Document against any amount due the Administrative Agent or the Collateral Agent under this Section 9.810.12; provided, however, that prior to an Event of Default, the Administrative Agent shall not have any right of set off with respect to amounts held in the Agent Accounts. The agreements in this Section 9.8 10.12 shall survive the resignation and/or replacement of the Administrative Agent and the Collateral Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, the term “Lender” shall, for purposes of this Section 10.12, include any L/C Issuer.

Withholding Tax. To the extent required by any applicable lawlaw (as determined in good faith by the Administrative Agent), the Administrative Agent may withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service IRS or any other Governmental Authority as of any jurisdiction asserts a result of the failure of the claim that an Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form was not delivered or delivered, was not properly executed, executed or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective) or is otherwise required to pay any Indemnified Tax attributable to such Lender, any Excluded Tax attributable to such Lender or any Tax attributable to such Lender’s failure to comply with its obligations relating to the maintenance of a Participant Register, such required withholding ineffective)Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Loan Parties and without limiting the obligation of the Loan Parties to do so) fully for, and shall make payable in respect thereof within ten (10) days after demand therefor, all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including penalties and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out 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 #91301181v32 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 instrument or document furnished pursuant hereto Loan Document against any amount due the Administrative Agent under this Section 9.88.11. The agreements in this Section 9.8 8.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For purposes of this Section 8.11, the term “Lender” includes any Issuing Bank.

Withholding Tax. To the extent required by any applicable lawApplicable Law, the Administrative Agent Security Trustee may withhold from any payment to any Lender an the amount equivalent of any U.S. federal withholding Taxes required to be withheld under Applicable Law. Each Lender agrees to provide to the Security Trustee, the Withholding Tax Forms required by Section 2.05(f)(iii) of this Agreement and, upon written request, such other forms and other information as may be necessary for the Security Trustee to determine whether any U.S. withholding tax obligations apply to any applicable incomepayments to a Lender hereunder, stamp including appropriate W-9 or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental AuthorityW-8 forms. Without limiting or expanding the provisions of Section 2.52.05, each Lender shall shall, on an after Tax basis, indemnify and hold harmless the Administrative Agent Security Trustee against, and shall make payable in respect thereof within 10 ten days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes U.S. federal withholding taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative AgentSecurity Trustee) incurred by or asserted against the Administrative Agent Security Trustee by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent Security Trustee to properly withhold any amounts from payments to or for the account of such Lender for any by reason of such Lender's failure to comply with its obligations under this Section 9.05 (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent Security Trustee of a change in circumstance that rendered the exemption from, or reduction of such required withholding ineffective)) unless such failure is a result of the Security Trustee's gross negligence or willful misconduct as determined by a court of competent jurisdiction not subject to appeal. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent Security Trustee shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent Security Trustee to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other instrument or document furnished pursuant hereto against any amount due from it to the Security Trustee under this Section 9.05. Notwithstanding anything that may be to the contrary in this Section 9.05, Section 2.05 or elsewhere in any Financing Document, the Borrower Group Companies shall be required to promptly notify the Security Trustee in writing in the event any payments made by any of the Borrower Group Companies are considered to be made from U.S. sources for U.S. federal income Tax purposes (whether as a result of a determination made by any of the Borrower Group Companies, their tax advisors or auditors, the Internal Revenue Service, any U.S. court or otherwise), and neither the Security Trustee nor any of the Lenders nor the Administrative Agent under shall have any obligation to make such determination or have any liabilities in the event of the failure of any of the Borrower Group Companies to make such notification or to properly make such determination. And, in the event the Security Trustee or any Lender or the Administrative Agent incurs any liability as a result of the Borrower Group Companies failure to provide such notification or to make such determination properly, the Borrower Group Companies shall, on an after-Tax basis, indemnify and hold harmless the Security Trustee and the Lenders and the Administrative Agent, as the case may be, against, and shall make payable in respect thereof within ten 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 such Persons). In addition, notwithstanding anything that may be to the contrary in this Section 9.89.05, Section 2.05 or elsewhere in any Financing Document, with respect to Irish withholding Taxes, the Security Trustee, acting solely at the direction and instruction of the Borrower Group Companies, shall act as a Withholding Agent in respect of Irish withholding Taxes. In the event the Security Trustee or any Lender or the Administrative Agent incurs any liability as a result of the Borrower Group Companies failure to properly direct or instruct the Security Trustee in its capacity as Withholding Agent as provided in the prior sentence, in respect of any Irish withholding Taxes or any other non-U.S. withholding Taxes, the Borrower Group Companies shall, on an after-Tax basis, indemnify and hold harmless the Security Trustee and the Lenders and the Administrative Agent, as the case may be, against, and shall make payable in respect thereof within ten 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 such Persons). The agreements in this Section 9.8 9.05 shall survive the resignation and/or replacement of the Administrative AgentSecurity Trustee, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligations.

Withholding Tax. To the extent required by any applicable lawApplicable Law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding the provisions of Section 2.52.18, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold any Tax from amounts from payments paid to or for the account of such any 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 such required withholding ineffective). A Tax 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 instrument or document furnished pursuant hereto Loan Document against any amount due the Administrative Agent under this Section 9.88.14. The agreements in this Section 9.8 8.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations.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 (as determined in good faith by the Administrative Agent), the Administrative Agent may withhold from any payment to any Lender Purchaser under any Note Document an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service IRS or any other Governmental Authority as of any jurisdiction asserts a result of the failure of claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such Lender any Purchaser for any reason (including, without limitation, including because the appropriate form was not delivered or delivered, was not properly executed, executed or because such Lender Purchaser failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of such required of, withholding Tax 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 obligation of the Note Parties to do so) fully for, and shall make payable in respect thereof within ten (10) days after demand therefor, all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out 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 instrument or document furnished pursuant hereto Note Document against any amount due the Administrative Agent under this Section 9.88.11. The agreements in this Section 9.8 8.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments Purchaser and the repayment, satisfaction or discharge of all other obligationsObligations.

Withholding Tax. To the extent required by any applicable lawLaws, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding the provisions of Section 2.53.01, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold any Tax from amounts from payments 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 such required withholding Tax 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 instrument or document furnished pursuant hereto Loan Document against any amount due the Administrative Agent under this Section 9.89.18. For the avoidance of doubt (i) a “Lender” shall, for purposes of this Section 9.18, include any L/C Issuer and any Swing Line Lender, and (ii) nothing in this Section 9.18 shall expand or limit the obligations of the Loan Parties under Section 3.01. The agreements in this Section 9.8 9.18 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations.

Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender under any Credit Document an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result authority of the failure of United States or other jurisdiction asserts a claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form was not delivered or delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective) or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such required withholding ineffectivepayment, such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation of any applicable Credit Party to do so), fully for all amounts paid, directly or indirectly, by the Administrative Agent or as Tax or otherwise, including penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out 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 instrument or document furnished pursuant hereto Credit Document against any amount due to the Administrative Agent under this Section 9.812.10. The agreements in this Section 9.8 12.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligations.Obligations. For the avoidance of doubt, for purposes of this Section 12.10, the term Lender includes the Letter of Credit Issuers. 187 |US-DOCS\101663612.13131839430.6||

Withholding Tax. To the extent required by any applicable law, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result authority of the failure of United States or other jurisdiction asserts a claim that the Administrative Agent to did not properly withhold any tax from amounts from payments paid to or for the account of such any Lender for any reason (including, without limitation, because the appropriate form was not delivered or delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason), such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower pursuant to Sections 3.01 and 3.04 and without limiting the obligation of the Borrower to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, together with all expenses incurred, including legal expenses, allocated staff costs and any out of pocket expenses ,whether or not such required withholding ineffective)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 instrument or document furnished pursuant hereto against any amount due the Administrative Agent under this Section 9.8. The agreements in this Section 9.8 9.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, the term “Lender” shall include any L/C Issuer and any Swing Line Lender for purposes of this Section 9.12.

Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender under any Credit Document an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result authority of the failure of United States or other jurisdiction asserts a claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any Lender for any reason (including, without limitation, because the appropriate form was not delivered or delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective) or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such required withholding ineffective). A certificate as payment, such Lender shall indemnify the Administrative Agent (to the amount extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation of such payment any applicable Credit Party to do so) fully for all amounts paid, directly or liability delivered to any Lender indirectly, by the Administrative Agent shall be conclusive absent manifest erroras Tax or otherwise, including penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out of pocket expenses. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to BrightView Holdings, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. such Lender under this Agreement or any other instrument or document furnished pursuant hereto Credit Document against any amount due to the Administrative Agent under this Section 9.812.10. The agreements in this Section 9.8 12.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations.

Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender under any Credit Document an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of United States or any other jurisdiction asserts a claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form was not delivered or delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective) or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such required withholding ineffectivepayment, such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation of any applicable Credit Party to do so), fully for all amounts paid, directly or indirectly, by the Administrative Agent or as Tax or otherwise, including penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out-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 instrument or document furnished pursuant hereto Credit Document against any amount due to the Administrative Agent under this Section 9.812.10. The agreements in this Section 9.8 12.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations.

Withholding Tax. To the extent required by any applicable lawRequirements of Law (including for this purpose, pursuant to any agreements entered into with a Governmental Authority), the Administrative Agent Agents may withhold from any payment to any Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other 150 authority of the United States or other Governmental Authority as asserts a result of the failure of the Administrative claim that an Agent to did not properly withhold Tax from any amounts from payments paid to or for the account of such any 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 such required of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent (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) for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any interest, additions to Tax or penalties thereto, together with all expenses incurred, including legal expenses and any other out-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 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 instrument or document furnished pursuant hereto Loan Document against any amount due the Administrative Agent Agents under this Section 9.89.12. The agreements in this Section 9.8 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, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. 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, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding tax. Without IfWithout limiting or expanding the provisions of Section 2.54.10, each Lender shall indemnify and hold harmless if any Governmental Authority asserts a claim that the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has did not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold any tax from amounts from payments paid to or for the account of such 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 the Administrative Agent of a change in circumstance that which rendered the exemption from, or reduction of of, withholding tax ineffective or for any other reason, or the Administrative Agent has paid over to a 157 Governmental Authority applicable withholding tax relating to a payment to a Lender but no deduction has been made from such required withholding ineffective)payment, each Lender shall indemnify the Administrative Agent, within 10 days demand therefor, fully for all amounts paid, directly or indirectly, by the Administrative Agent as taxTax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such taxesamounts 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 instrument or document furnished pursuant hereto Loan Document against any amount due to the Administrative Agent under this Section 9.810.12. The agreements in this Section 9.8 10.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations.

Withholding Tax. To If the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable income, 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 respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as asserts a result of the failure of claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such 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 the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason), such Lender shall indemnify and hold harmless the Administrative Agent fully for all such Taxes and any reasonable expenses arising therefrom or with respect thereto, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority, but only to the extent (without expanding any obligation of the Loan Parties pursuant to Section 3.01) that any Loan Party has not already indemnified the Administrative Agent for such required withholding ineffective)Taxes and without limiting any obligation of the Loan Parties to do so. 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 instrument or document furnished pursuant hereto Loan Document against any amount due the Administrative Agent under this Section 9.89.13. The agreements in this Section 9.8 9.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments this Agreement and the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (1) the term “Lender” shall, for purposes of this Section 9.13, include any L/C Issuer and any Swing Line Lender and (2) 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. Section 9.14. [Reserved].

Withholding Tax. To (a)(i) Each Lender that is not a "United States person" within the extent required meaning of Section 7701(a)(30) of the Code (a "FOREIGN LENDER") shall deliver to the Administrative Agent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Foreign Lender by the Company pursuant to this Agreement) or IRS Form W-8ECI or any applicable law, successor thereto (relating to all payments to be made to such Foreign Lender by the Company pursuant to this Agreement) or such other evidence satisfactory to the Company and the Administrative Agent may withhold from any payment that such Foreign Lender is entitled to any Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, chargesexemption from, or fees imposedreduction of, leviedU.S. withholding tax, collected or assessed by including any Governmental Authorityexemption pursuant to Section 881(c) of the Code. Without limiting or expanding the provisions of Section 2.5Thereafter and from time to time, each such Foreign Lender shall indemnify and hold harmless (A) promptly submit to the Administrative Agent againstsuch additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to or such Lender (but only evidence as is satisfactory to the extent that the Borrower has not already indemnified Company and the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) 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 available exemption from or asserted against the Administrative Agent reduction of, United States withholding taxes in respect of all payments to be made to such Foreign Lender by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent Company pursuant to properly withhold any amounts from payments to or for the account of such Lender for any reason this Agreement, (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to B) promptly notify the Administrative Agent of a any change in circumstance that rendered the circumstances which would modify or render invalid any claimed exemption from, or reduction and (C) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such required Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any applicable Requirement of Law that the Company make any deduction or withholding 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 for taxes from amounts at any time owing payable to such Lender under this Agreement or any other instrument or document furnished pursuant hereto against any amount due the Administrative Agent under this Section 9.8. The agreements in this Section 9.8 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Foreign Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligations.

Withholding Tax. To the extent required by any applicable lawRequirement of Law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable income, stamp withholding tax. If the IRS or any authority of the United States 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 jurisdiction asserts a claim that the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has did not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold any tax from amounts from payments paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form was not delivered or delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of such required of, withholding tax ineffective), such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation of any applicable Credit Party to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out of pocket expenses. In addition, each Lender shall severally indemnify the Administrative Agent for (i) any Indemnified Taxes or Other Taxes attributable to such Lender (but only to the extent that any applicable Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes or Other Taxes and without limiting the obligation of any applicable Credit Party to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions relating to the maintenance of a Participant Register and (iii) any Excluded 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 or any other instrument or document furnished pursuant hereto Credit Document against any amount due to the Administrative Agent under this Section 9.812.10. For the avoidance of doubt, for purposes of this Section 12.10, the term “Lender” includes any Issuing Bank. The agreements in this Section 9.8 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, the termination of the Commitments Loans and the repayment, satisfaction or discharge of all other obligationsamounts payable hereunder.

Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent equal to any applicable income, stamp withholding tax. If the IRS 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 Authority asserts a claim that the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has did not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold tax from any amounts from payments amount paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form was not delivered or was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of such required of, withholding tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower or Holdings and without limiting or expanding the obligation of the Borrower and Holdings to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including any penalties, additions to tax or interest thereto, together with all expenses incurred, including legal expenses and any out-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. 119 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 instrument or document furnished pursuant hereto Loan Document against any amount due to the Administrative Agent under this Section 9.89.12. The agreements in this Section 9.8 9.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments Facility and the repayment, satisfaction or discharge of all other obligationsLoan Obligations. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender any refund of Taxes withheld or deducted from funds paid for the account of such Lender.

Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender under any Credit Document an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of United States or any other jurisdiction asserts a claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form was not delivered or delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective) or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such required withholding ineffectivepayment, such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation of any applicable Credit Party to do so), fully for all amounts paid, directly or indirectly, by the Administrative Agent or as Tax or otherwise, including penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out-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 instrument or document furnished pursuant hereto Credit Document against any amount due to the Administrative Agent under this Section 9.812.10. The agreements in this Section 9.8 12.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, for purposes of this Section 12.10, the term Lender includes the Swingline Lender and the Letter of Credit Issuer.

Withholding Tax. To the extent required by any applicable lawRequirement of Law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable income, stamp withholding Tax. If the IRS or any authority of the United States or any 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 jurisdiction asserts a claim that the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has did not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold any Tax from amounts from payments paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form documentation was not delivered or delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of such required of, withholding Tax ineffective). A certificate as , such Lender shall indemnify the Administrative Agent (to the amount extent that the Administrative Agent has not already been reimbursed by any applicable Loan Party and without limiting the obligation of such payment any applicable Loan Party to do so) fully for all amounts paid, directly or liability delivered to any Lender indirectly, by the Administrative Agent shall be conclusive absent manifest erroras Tax or otherwise, including penalties, fines, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any reasonable out of pocket 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 instrument Loan Document or document furnished pursuant hereto otherwise against any amount due to the Administrative Agent under this Section 9.88.13. For purposes of this Section 8.13, the term “Lender” includes any Issuing Bank and any Swingline Lender. The agreements in this Section 9.8 8.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights bythe Collateral Agent, or the replacement of, a of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other obligationsObligations and the termination of this Agreement.

Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender under any Credit Document an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result authority of the failure of United States or other jurisdiction asserts a claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form was not delivered or delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective) or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such required withholding ineffectivepayment, such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation of any applicable Credit Party to do so), fully for all amounts paid, directly or indirectly, by the Administrative Agent or as Tax or otherwise, including penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out 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 instrument or document furnished pursuant hereto Credit Document against any amount due to the Administrative Agent under this Section 9.812.10. The agreements in this Section 9.8 12.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, for purposes of this Section 12.10, the term “Lender” includes the Letter of Credit Issuers.

Withholding Tax. To the extent required by any applicable law, the Administrative Agent may shall withhold from any payment to any Lender an amount equivalent equal to any applicable income, stamp withholding Tax. If the IRS 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 respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent Authority asserts a claim that the Borrower has Agent did not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from any amounts from payments amount paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form was not delivered or was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of such required of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agent (to the extent that the Agent has not already been reimbursed by the Company and without limiting or expanding the obligation of the Company to do so) for all amounts paid, directly or indirectly, by the Agent as tax or otherwise, including any penalties, additions to Tax or interest thereon, together with all expenses incurred, including legal expenses and any out-of-pocket expenses, whether or not such Tax was correctly or legally imposed or asserted by the relevant GovernmentGovernmental 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 instrument or document furnished pursuant hereto Loan Document against any amount due to the Administrative Agent under this Section 9.8Article 9. The agreements in this Section 9.8 Article 9 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments Loans and the repayment, satisfaction or discharge of all other obligationsobligations under this Agreement. Unless required by 101 applicable laws, at no time shall the Agent have any obligation to file for or otherwise pursue on behalf of a Lender any refund of Taxes withheld or deducted from funds paid for the account of such Lender. For the purposes of this Section, the term “Lender” includes any Issuing Bank.

Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable income, stamp withholding Tax. If the Internal Revenue Service or any authority of the United States or other taxesjurisdiction asserts a claim that the Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered, imposts, duties, chargeswas not properly executed, or fees imposedbecause such Lender failed to notify the Agent of a change in circumstances that rendered the exemption from, leviedor reduction of, collected or assessed by any Governmental Authority. Without limiting or expanding the provisions of Section 2.5withholding Tax ineffective), each such Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower Agent has not already indemnified been reimbursed by the Administrative Agent for such Non-Excluded Taxes Borrower and without limiting the obligation of the Borrower to do so) fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including penalties, fines, additions to Tax and (ii) any and interest, together with all Taxes expenses incurred, including legal expenses, allocated staff costs and any and all related lossesout of pocket expenses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold any amounts from payments to or for the account of such Lender for any reason (including, without limitation, because the appropriate form was not delivered whether or not properly executed, such Tax is correctly or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, legally imposed or reduction of such required withholding 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 errorasserted. 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 instrument Loan Document or document furnished pursuant hereto otherwise against any amount due to the Administrative Agent under this Section 9.87.10. The agreements in For purposes of this Section 9.8 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, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsobligations under this Agreement.

Withholding Tax. To the extent required by any applicable lawlaw (as determined in good faith by the applicable Administrative Agent), the applicable Administrative Agent may withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable incomewithholding Tax. If the IRS or any other Governmental Authority of any jurisdiction asserts a claim that an Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered, stamp was not properly executed or other taxes, imposts, duties, chargesbecause such Lender failed to notify such Administrative Agent of a change in circumstances that rendered the exemption from, or fees imposedreduction of, leviedwithholding Tax ineffective), collected or assessed by any Governmental Authority. Without limiting or expanding the provisions of Section 2.5, each Lender such Lenders shall indemnify and hold harmless the such Administrative Agent against(to the extent that such Administrative Agent has not already been reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) fully for, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to all amounts paid, directly or indirectly, by such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes as Tax or otherwise, including penalties and without limiting the obligation of the Borrower to do so) and (ii) any and interest, together with all Taxes expenses incurred, including legal expenses, allocated staff costs and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements out of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold any amounts from payments 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 such required withholding ineffective)pocket expenses. A certificate as to the amount of such payment or liability delivered to any Lender by the such Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the such Administrative Agent to set off and apply any and all amounts at any time owing 185 to such Lender under this Agreement or any other instrument or document furnished pursuant hereto Loan Document against any amount due the such Administrative Agent under this Section 9.8‎Section 8.11. The agreements in this Section 9.8 ‎Section 8.11 shall survive the resignation and/or replacement of the any Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For purposes of this ‎Section 8.11, the term “Lender” includes any Issuing Bank.

Withholding Tax. To the extent required by any applicable lawLaw, the Administrative Agent may withhold from any payment to any Lender Buyer an amount equivalent equal to any applicable incomewithholding Tax; provided, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authority. Without limiting or expanding that Agent shall ensure that the provisions of Section 2.5, each Lender withholding does not exceed the minimum amount legally required and Agent shall indemnify and hold harmless pay the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only amount withheld to the extent that relevant Governmental Authority in accordance with applicable law. If the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service IRS or any other Governmental Authority as a result authority of the failure of the Administrative United States or other jurisdiction asserts a claim that Agent to did not properly withhold Tax from any amounts from payments amount paid to or for the account of such Lender any Buyer for any reason (including, without limitation, including because the appropriate form was not delivered or was not properly executed, or because such Lender Buyer failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of such required of, withholding Tax ineffective), such Buyer shall indemnify and hold harmless Agent (to the extent that Agent has not already been reimbursed by Seller or Guarantor and without limiting or expanding the obligation of Seller or Guarantor to do so) for all amounts paid, directly or indirectly, by Agent as Tax or otherwise, including any penalties, additions to Tax or interest thereon, together with all expenses incurred, including legal expenses and any out-of-pocket expenses, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority; provided, that Buyer shall not be required to indemnify Agent for penalties, addition to Tax or interest thereon, or any expenses incurred, to the extent the failure to withhold results from Agent’s gross negligence or willful misconduct. A certificate as to the amount of such payment or liability delivered to any Lender Buyer by the Administrative Agent shall be conclusive absent manifest error. Each Lender Buyer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender Buyer under this Framework Agreement or any other instrument or document furnished pursuant hereto Transaction Agreement against any amount due the Administrative to Agent under this Section 9.8Article VI. The agreements in this Section 9.8 Article VI shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a LenderBuyer, the termination expiration of the Commitments Facility Term and the repayment, satisfaction or discharge of all obligations under this Framework Agreement and the other obligationsTransaction Agreements. Unless required by applicable Laws, at no time shall Agent have any obligation to file for or otherwise pursue on behalf of a Buyer any refund of Taxes withheld or deducted from funds paid for the account of such Buyer. 7.

Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding the provisions of Section 2.53.01, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 30 days after written demand therefor, any and all Taxes (i) any Non-Excluded Taxes attributable to such Lender (but but, in the case of Indemnified Taxes, only to the extent that the Borrower has Loan Parties have not already indemnified the Administrative Agent for such Non-Excluded Indemnified Taxes and without limiting the obligation of the Borrower Loan Parties to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold any tax from amounts from payments paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form was not delivered or not properly property executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of such required withholding tax 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 instrument or document furnished pursuant hereto Loan Document against any amount due the Administrative Agent under this Section 9.89.16. The agreements in this Section 9.8 9.16 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments Lender and the repayment, satisfaction or discharge of all other obligationsobligations under any Loan Document. For the avoidance of doubt, the term “Lender” shall, for purposes of this Section 9.16, include any L/C Issuer.

Withholding Tax. To the extent required by any applicable law, the Administrative Applicable Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service IRS or any other Governmental Authority as a result authority of the failure of United States or other jurisdiction asserts a claim that the Administrative Applicable Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any 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 Applicable Agent of a change in circumstance that rendered the exemption from, or reduction of such required withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agents (to the extent that the Applicable Agent has not already been reimbursed by the Borrowers pursuant to Sections 3.01 and 3.04 and without limiting or expanding the obligation of the Borrowers to do so) fully for all amounts paid, directly or indirectly, by the Applicable Agent as Tax or otherwise, together with all expenses incurred, including legal expenses and any 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 Applicable Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Applicable Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other instrument or document furnished pursuant hereto Credit Document against any amount due to the Administrative Applicable Agent under this Section 9.810.11. The agreements in this Section 9.8 10.11 shall survive the resignation and/or replacement of the Administrative Applicable Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments this Agreement and the repayment, satisfaction or discharge of all other obligationsObligations. For purposes of this Section 10.11, the term “Lender” shall include any L/C Issuer and the Swingline Lender.

Withholding Tax. To the extent required by any applicable law, the each Administrative Agent may and any Fronting Lender shall withhold from any payment to any Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result authority of the failure of United States or other jurisdiction asserts a claim that the Administrative Agent to or any Fronting Lender did not properly withhold any tax from amounts from payments paid to or for the account of such any 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 applicable Administrative Agent or such Fronting Lender of a change in circumstance that rendered the exemption from, or reduction of such required of, withholding tax ineffective), such Lender shall indemnify and hold harmless each Administrative Agent and any Fronting Lender (to the extent that such Agent or such Fronting Lender 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 the Agent or such Fronting Lender as tax or otherwise, including any interest, additions to tax or penalties thereto, together with all expenses incurred, including legal expenses and any other 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 or Fronting Lender shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent Agents and any Fronting Lender to set off and apply setoff any and all amounts at any time owing to such Lender under this Agreement or any other instrument or document furnished pursuant hereto against any amount due amounts owing to the Administrative Agent under Agents or the Fronting Lenders pursuant to this Section 9.811.10. The agreements in For the avoidance of doubt the term “Lender” shall, for purposes of this Section 9.8 shall survive the resignation and/or replacement of the Administrative Agent11.10, include any Fronting Lender, any assignment Swingline Lender and any Letter of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsCredit Issuer.

Withholding Tax. To the extent required by any applicable law, the Administrative Administrativeapplicable Agent may withhold from any payment to any Lender or the Issuing Bank an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding the provisions of Section 2.52.14(a) or (c), each Lender shall and Issuing Bank shall, and does hereby, indemnify and hold harmless the Administrative Administrativesuch Agent against, and shall make payable in respect thereof within 10 30 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, including fees, charges and disbursements of any counsel for the Administrative Administrativesuch Agent) incurred by or asserted against the Administrative Administrativesuch Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result of the failure of the thesuch Administrative Agent to properly withhold any Tax from amounts from payments paid to or for the account of such any Lender or Issuing Bank for any reason (including, without limitation, because the appropriate form was not delivered or not properly property executed, or because such Lender or Issuing Bank failed to notify the Administrative Administrativesuch Agent of a change in circumstance that rendered the exemption from, or reduction of such required withholding Tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Administrativesuch Agent shall be conclusive absent manifest error. Each Lender and the Issuing Bank hereby authorizes the Administrative Administrativesuch 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 instrument or document furnished pursuant hereto Loan Document against any amount due the Administrative Administrativesuch Agent under this Section 9.89.09. The agreements in this Section 9.8 9.09 shall survive the resignation and/or replacement of the Administrative Administrativesuch Agent, any assignment of rights by, or the replacement of, a LenderLender or Issuing Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations.

Withholding Tax. To the extent required by any applicable lawApplicable Law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees Taxes imposed, levied, collected or assessed by any Governmental Authority. Without limiting or expanding the provisions of Section 2.55.11, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold any amounts from payments 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 such required withholding 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 instrument or document furnished pursuant hereto Loan Document against any amount due the Administrative Agent under this Section 9.813.11. For purposes of this Section 13.11, the term “Lender” includes any Issuing Lender and any Swingline Lender. The agreements in this Section 9.8 13.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations.

Withholding Tax. To the extent required by any applicable lawLaws, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding the provisions of Section 2.53.01, each Lender shall severally indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 ten (10) days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold any Tax from amounts from payments paid to or for the account of such Lender for any reason (including, without limitation, including 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 such required withholding Tax ineffective), whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.07(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other instrument or document furnished pursuant hereto Loan Document against any amount due the Administrative Agent under this Section 9.89.18. The agreements in this Section 9.8 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, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, for purposes of this Section 9.18, the term “Lender” includes any Issuing Bank and any Swing Line Lender.

Withholding Tax. To the extent required by any applicable lawLaw, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service IRS or any other Governmental Authority as asserts a result of the failure of claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any 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 such required withholding Tax ineffective), such Lender shall, within 10 days after written demand therefor, indemnify and hold harmless the Administrative Agent (to the extent that the Administrative 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 the Administrative Agent as Taxes or otherwise, together with all expenses incurred, including legal expenses and any other 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 instrument Loan Document or document furnished pursuant hereto from any other sources, against any amount due the Administrative Agent under this Section 9.88.11. The agreements in this Section 9.8 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, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsobligations under any Loan Document.

Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender under any Credit Document an amount equivalent to any applicable income, stamp or other taxes, imposts, duties, charges, or fees imposed, levied, collected or assessed by any Governmental Authoritywithholding Tax. Without limiting or expanding If the provisions of Section 2.5, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so) and (ii) any and all Taxes and any and all related losses, claims, liabilities and expenses (including, without limitation, fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the U.S. Internal Revenue Service or any other Governmental Authority as a result authority of the failure of United States or other jurisdiction asserts a claim that the Administrative Agent to did not properly withhold any Tax from amounts from payments paid to or for the account of such any Lender for any reason (including, without limitation, including because the appropriate form was not delivered or delivered, was not properly executed, or because such Lender Xxxxxx failed to notify the Administrative Agent of a change in circumstance circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective) or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such required withholding ineffective)payment, such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation of any applicable Credit Party to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out 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 instrument or document furnished pursuant hereto Credit Document against any amount due to the Administrative Agent under this Section 9.812.10. The agreements in this Section 9.8 12.10 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligationsObligations. For the avoidance of doubt, for purposes of this Section 12.10, the term Lender includes the Letter of Credit Issuer and the Swingline Lender.