Common use of Withholding Taxes Clause in Contracts

Withholding Taxes. If any Lender is not a “united states person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated hereby.

Withholding Taxes. If any Lender is not a “united states person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business Notwithstanding anything in the United States or (iii) other evidence satisfactory this Agreement to the contrary, Parent, the Company, the Initial Surviving Corporation, the Surviving Company, Merger Sub I, Merger Sub II, Heat OpCo, Pacers OpCo, the Surviving OpCo, the Exchange Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued other applicable withholding agent shall be entitled to it by Borrowers), deduct or withhold from any amounts otherwise payable to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required Person pursuant to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of this Agreement any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be deducted or withheld from such payments over under applicable Law (and, for the aggregate amount actually withheld by the Agent. In additionavoidance of doubt, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it any deduction or withholding is able required in respect of the delivery of any shares of Parent Common Stock or Pacers OpCo Units pursuant to do so based upon applicable facts and circumstancesthis Agreement, a portion of the shares of Parent Common Stock or Pacers OpCo Units otherwise deliverable hereunder may be deducted or withheld); provided, that to the extent Heat OpCo or any holder of Heat OpCo Units delivers an IRS Form W-9 in accordance with Section 3.5(j)(ii), complete and provide Borrowers absent a change in applicable Law, no such deduction or withholding in respect of U.S. federal income Taxes is anticipated with respect to the payment of the Merger Consideration to Heat OpCo or such forms, certificates or other documents as may be reasonably necessary to allow Borrowersholder of Heat OpCo Units, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate)hereunder; provided, provided further, that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement if Parent or any of its Affiliates determines that any deduction or withholding is required with respect to amounts payable to Heat OpCo or such holder of Heat OpCo Units, as applicable, hereunder (other than with respect to amounts treated as compensation or as a result of such Person’s failing to deliver the other Loan Documentsforms described in Section 3.5(j)(ii)), Parent shall use commercially reasonable efforts to provide prior notice to such Person of such intended deduction or withholding and shall reasonably cooperate with such Person to reduce or eliminate the amount of any such deduction or withholding to the extent permitted by applicable Law. To the extent that amounts are properly deducted or withheld and paid over to the relevant Taxing Authority, such deducted or withheld amounts shall be treated for all applicable purposes of this Agreement as having been paid to the Person with respect to which such amounts would have been paid absent such deduction or withholding. If withholding is taken (A) in shares of Parent Class A Common Stock, the relevant withholding agent shall be treated as having sold such shares of Parent Class A Common Stock on behalf of the applicable Person for an amount of cash equal to the fair market value thereof at the time of such withholding and paid such cash proceeds to the relevant Taxing Authority, or under or (B) in connection with any transactions not related Pacers OpCo Units, (I) Pacers OpCo shall be treated as having paid to the transactions contemplated herebyapplicable Person an amount of cash equal to the fair market value thereof at the time of such withholding (and, for the avoidance of doubt, such payment shall be treated in a manner consistent with the Intended Tax Treatment) and (II) an equivalent number of shares of Parent Class C Common Stock shall also be withheld.

Withholding Taxes. If Notwithstanding any Lender is not a “united states person” within provision contained herein to the meaning contrary, Parent, US Parent, the Company, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold (or cause to be deducted and withheld) from the amounts otherwise payable pursuant to this Agreement, such amounts as are required to be deducted and withheld with respect to the making of Section 7701(a)(30) of such payments under the Internal Revenue Code, such Lender shall promptly (but in or under any event prior applicable provision of state, local or foreign Tax Law. To the extent amounts are so withheld and timely paid over to the initial payment appropriate Governmental Authority, the withheld amounts shall be treated for all purposes of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, this Agreement as applicable) deliver having been paid to the Agent two executed copies Person in respect of which such deduction and withholding was made (i) Internal Revenue Service Form W-8BEN excluding any such amounts required to be withheld under Canadian federal or provincial Law as a result of Parent or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, its Subsidiaries being resident in Canada (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing province thereof) for Canadian federal or provincial Tax purposes). If Parent, US Parent, the Company, the Surviving Corporation, or the Paying Agent determine that the income any amounts are required to be received by such Lender hereunder is effectively connected with the conduct of a trade deducted or business in the United States withheld (other than any deduction or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to any payments constituting compensation for services), Parent, US Parent, the Company, the Surviving Corporation, or the Paying Agent shall use commercially reasonable efforts to, prior to deducting or withholding any such incomeamounts, notify the Person in respect of which such deduction and withholding was made and shall reasonably cooperate in good faith to establish or obtain any exemption from or reduction in the amount of any withholding that otherwise would be required; provided, however, that such Lender notwithstanding anything to the contrary contained herein, Parent, US Parent, the Company, the Surviving Corporation or the Paying Agent shall not be entitled to deduct and withhold (or cause to be deducted and withheld) any amounts at the time it is required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder so deduct and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated withhold under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, Code or under any applicable provision of state, local or in connection with any transactions not related to the transactions contemplated herebyforeign Tax Law.

Withholding Taxes. If any Lender is not a “united states person” within The Company shall have the meaning of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but in any event prior right to withhold from wages or other amounts otherwise payable to the initial payment of interest hereunder Participant (or prior a Permitted Assignee), or otherwise require the Participant (or Permitted Assignee) to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amountpay, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers)Federal, to an Affiliate which is incorporated under the laws of the United States state, local or a state thereofforeign income taxes, and so notifies the Agent. Such Lender shall amend withholding taxes or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount employment taxes required to be withheld from such payments over by law or regulations (“Withholding Taxes”) arising as a result of the aggregate amount actually withheld by the Agent. In additiongrant of any Award, from time to time upon the reasonable request and the sole expense exercise of Borroweran Option, each Lender and the Agent shall (or any other taxable event occurring pursuant to the extent it is able to do so based upon applicable facts and circumstances)Plan, complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the Certificate. In satisfaction of the requirement to pay Withholding Taxes, unless the Participant (or Permitted Assignee) elects in writing otherwise, the Company may withhold a portion of any Shares then issuable to the Participant (or Permitted Assignee) pursuant to this Option. If, notwithstanding the foregoing, the Participant (or Permitted Assignee) shall fail to actually or constructively make such tax payments as are required, the Company (or its Affiliates) shall, to the extent permitted by law, have the right to deduct any such Withholding Taxes from any payment of any kind otherwise due to such Participant (or Permitted Assignee) or to take such other Loan Documents without any withholding action as may be necessary to satisfy such Withholding Taxes. In satisfaction of the requirement to pay Withholding Taxes, the Participant (or Permitted Assignee) may make a written election, which may be accepted or rejected in the discretion of the Committee, to tender other Shares to the Company having an aggregate Fair Market Value equal to the amount of such Withholding Taxes, either by actual delivery or attestation, in the sole discretion of the Committee, provided that, except as otherwise determined by the Committee, the Shares that are tendered must have been held by the Participant (or Permitted Assignee) for at least six (6) months prior to their tender (or such lesser period as may be required to avoid adverse accounting consequences) to satisfy the Option Price or have been purchased on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated herebyopen market.

Withholding Taxes. If Each Holder of a Note agrees that, notwithstanding anything herein to the contrary, the Company, the Paying Agent, the Conversion Agent or the Trustee (an “Applicable Withholding Agent”) shall have the right to deduct and withhold from any Lender payment or distribution made with respect to the Notes (or the issuance of shares of Common Stock upon conversion of the Notes) such amounts as are required to be deducted or withheld with respect to the making of such payment or distribution (or issuance) under any applicable tax law. In the case of any withholding obligation that is not accompanied by a “united states person” within corresponding payment, distribution or issuance, including deemed dividends or amounts treated as original issue discount for tax purposes, any such withholding tax may be withheld from subsequent payments on the meaning Notes (or the issuance of Section 7701(a)(30) shares of Common Stock upon conversion of the Internal Revenue CodeNotes, or dividends or any other amounts payable with respect to such shares). If an Applicable Withholding Agent is required to remit any withholding tax payments to the applicable Governmental Entity in respect of such an item of income prior to any such subsequent payment or issuance, the Holder shall promptly upon notice reimburse the Applicable Withholding Agent for the required withholding tax payment. To the extent that any amounts are deducted or withheld as described in this Section 17.17, such Lender deducted or withheld amounts shall promptly (but in any event prior be treated for all purposes of this Agreement as having been paid to the initial payment person in respect of interest hereunder which such deduction or prior withholding was made. Each Holder agrees to its accepting any assignment under Section 13.8 hereof, as applicable) deliver provide to the Agent two executed copies of (i) Company, with a copy to the Trustee, a fully completed Internal Revenue Service Form W-8BEN W-9 or W-8 (or applicable successor form), with any successor form specifying required attachments, as well as any other information determined by the applicable tax treaty between Company or the United States and the jurisdiction of such Lender’s domicile which provides Trustee to be reasonably necessary for the exemption from an Applicable Withholding Agent to determine its withholding on interest payments responsibilities with respect to such LenderHolder, (i) prior to, and as a condition to, becoming a Holder hereunder, (ii) Internal Revenue Service Form W-8ECI upon reasonable demand by the Company or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or Trustee and (iii) other evidence satisfactory to the Agent promptly upon learning that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such tax form previously provided by it has become obsolete or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated herebyincorrect.

Withholding Taxes. If Notwithstanding anything in this Agreement to the contrary, Parent, the Company, the Surviving Corporation, Merger Sub, the Exchange Agent, each of their respective Affiliates and any Lender other applicable withholding agent shall be entitled to deduct or withhold from any amounts otherwise payable to any Person pursuant to this Agreement or the Opco Unit Exchange any amount required to be deducted or withheld under applicable Law (and, for the avoidance of doubt, to the extent any deduction or withholding is not a “united states person” within the meaning of Section 7701(a)(30) required in respect of the Internal Revenue Codedelivery of any Parent Common Shares pursuant to this Agreement, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between withholding agent may withhold or deduct from the United States and Cash Consideration and/or a portion of the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to Parent Common Shares otherwise deliverable hereunder may be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such incomewithheld); provided, however, that except in the case of withholding required under applicable Law in respect of any consideration payable pursuant to Section 3.3 or Section 3.4(h) and Post-Effective Time Dividends, (i) to the extent any Party becomes aware of any obligation to deduct or withhold from amounts otherwise payable, issuable or transferable to or by any Person pursuant to this Agreement, such Lender Party shall not use commercially reasonable efforts to notify the other relevant Parties as soon as reasonably practicable, and (ii) the applicable withholding agent shall use commercially reasonable efforts to consult with the Company or applicable recipient in good faith to determine whether such deduction or withholding is required and shall reasonably cooperate with the Company or applicable recipient to minimize the amount of any applicable deduction or withholding. To the extent that amounts are properly deducted or withheld and paid over to the relevant Taxing Authority, such deducted or withheld amounts shall be required treated for all purposes of this Agreement as having been paid to deliver to Agent the aforesaid forms or other evidence Person with respect to Advances to Borrowers, if which such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States amounts would have been paid absent such deduction or a state thereofwithholding, and so notifies if withholding is taken in Parent Common Shares, the Agent. Such Lender relevant withholding agent shall amend or supplement any be treated as having sold such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent Parent Common Shares on behalf of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay Person for an amount of cash equal to the Agent fair market value thereof at the excess time of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request withholding and the sole expense of Borrower, each Lender and the Agent shall (paid such cash proceeds to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated herebyrelevant Taxing Authority.

Withholding Taxes. If any Lender is not a “united states person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but Notwithstanding anything in any event prior this Agreement to the initial payment of interest hereunder or prior contrary, Parent, the Surviving Corporation, Parent Manager and the Exchange Agent shall be entitled to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of deduct and withhold from (i) Internal Revenue Service Form W-8BEN the consideration (including Per Share Common Merger Consideration payable in respect of the Company Restricted Shares, Company Performance RSUs and Company Deferred Stock Units) to be paid by Parent, the Surviving Corporation, Parent Manager or any successor form specifying the applicable tax treaty between the United States Exchange Agent hereunder and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income other amounts otherwise payable pursuant to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amountthis Agreement, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be deducted and withheld from with respect to the making of such payments over payment under the aggregate Code or any other provision of state, local or foreign Tax Law. If Parent, the Surviving Corporation, Parent Manager or the Exchange Agent believes that such deduction or withholding is required, the applicable withholding Person shall use commercially reasonable efforts to provide the Company with written notice at least five Business Days prior to withholding any amount actually withheld pursuant to this Section 3.3(i) such that the Company and/or the holders of the Company Common Stock, Company Restricted Shares, Company Performance RSUs and/or Company Deferred Stock Units shall have the opportunity to eliminate or reduce such deduction or withholding obligation by filing appropriate documentation or taking other appropriate action, and subject to their respective obligations under applicable Law, Parent, the Agent. In additionSurviving Corporation and Parent Manager shall, from time and such parties shall instruct the Exchange Agent to, cooperate in good faith with the Company and/or such holders as necessary to time upon the reasonable request and the sole expense of Borrowereliminate or reduce such deduction or withholding, in each Lender and the Agent shall (case, to the extent it is able permitted under applicable Law. Any such amounts so deducted or withheld shall be paid over to do so based upon the relevant Taxing Authority in accordance with applicable facts and circumstances)Law by the Exchange Agent, complete and provide Borrowers with such formsthe Surviving Corporation, certificates Parent Manager or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the AgentParent, as the case may be, under and such deducted or withheld amounts shall be treated for all purposes of this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related as having been paid to the transactions contemplated herebyPerson in respect of which such deduction or withholding was made.

Withholding Taxes. If any Lender is not a “united states person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but Notwithstanding anything in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on Distribution Transaction Agreements to the account of any tax under Section 10.1(d) hereof contrary, Parent, the Company, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold (or cause to be deducted and withheld) from the amounts otherwise payable to any holder of Company Common Stock or Company Preferred Stock or holder of Company Equity Awards pursuant to this Agreement or the Distribution Transaction Agreements such amounts as are required to be deducted or withheld with such withholding at a reduced rate), provided that respect to the execution and delivery making of such formspayments, certificates the Pre-Closing Dividend, or other documents does not adversely affect effecting the Distribution under applicable Law. To the extent that amounts are so properly deducted or otherwise restrict withheld and timely paid over to the rights and benefits (including without limitation economic benefits) available to such Lender appropriate Governmental Entity by the Paying Agent, the Company, the Surviving Corporation or the AgentParent, as the case may be, under such deducted or withheld amounts shall be treated for all purposes of this Agreement or any as having been paid to the holder of the Company Common Stock or Company Preferred Stock or holder of the equity or equity- based awards in respect of which such deduction or withholding was made by the Paying Agent, the Company, the Surviving Corporation or Parent, as the case may be. If the Company, the Surviving Corporation or Parent determine that any amounts are required to be deducted or withheld (other Loan Documentsthan any deduction or withholding with respect to any payments constituting compensation for services), the Company, the Surviving Corporation or Parent shall use commercially reasonable efforts to, prior to deducting or withholding such amounts, notify each other in respect of such determination and shall reasonably cooperate in good faith with each other to establish or obtain any exemption from or reduction in the amount of any such deduction or withholding that otherwise would be required (without changing or amending any terms of the Merger, the Distribution, the Pre-Closing Dividend, this Agreement, or under or in connection with any transactions not related to the transactions contemplated herebyDistribution Transaction Agreements).

Withholding Taxes. If Regardless of any Lender action the Company or Employee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, or any other required deductions or payments related to the Employee’s participation in the Plan and legally applicable to the Employee (“Tax-Related Items”), the Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Employee is and remains the Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not a “united states person” within limited to personal income tax returns or any reporting statements in relation to the meaning of Section 7701(a)(30) grant, holding, vesting of the Internal Revenue CodePerformance Shares, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or the Employer (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Shares, including the grant, holding, or vesting of the Performance Shares, the holding or subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Performance Shares or any aspect of the Performance Shares to reduce or eliminate the Employee’s liability for Tax-Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Performance Share valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such Lender shall promptly valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under applicable laws. Further, if Employee has become subject to tax in more than one jurisdiction, Employee acknowledges that the Company and/or the Employer (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereofformer employer, as applicable) deliver may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made to the Agent two executed copies of Employee (ior his or her estate) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory relation to the Agent that such Lender is exempt from United States income tax withholding Performance Shares unless and until satisfactory arrangements (as determined by the Committee) have been made by the Employee with respect to such income; the payment of any Tax-Related Items and any other obligations of the Company and/or the Employer with respect to the Performance Shares. In this regard, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, provided, however, that such Lender shall not be required notwithstanding anything herein to deliver the contrary, in the case of individuals subject to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws Section 16 of the United States or a state thereofExchange Act of 1934, and so notifies the Agent. Such Lender all Tax-Related Items shall amend or supplement any only be satisfied by such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination procedure specifically approved by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or Committee in connection with any transactions not related to the transactions contemplated hereby.resolutions:

Withholding Taxes. If any Lender is not a “united states person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but in any event prior Except to the initial extent required by Law, any payment by the Acquiror or its Affiliates of interest hereunder any amount specified in this Agreement shall be paid free and clear of, and without any deduction or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lenderaccount of, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such incomeTax; provided, however, that the Parent shall provide, or cause the Parent or its Affiliates to provide, any statements, forms or other documents reasonably requested by the Acquiror or its Affiliates to reduce or eliminate any such Lender deduction or withholding. If any amount payable by the Acquiror or its Affiliates specified in this Agreement is required by Law to be deducted or withheld on account of any Tax (other than United States federal, state or local Tax), the Acquiror shall deliver a written notice to the applicable recipients at least thirty (30) Business Days prior to making the applicable payment subject to such deduction or withholding and such payment shall be increased to the extent necessary to pay the Parent or its Affiliates (as applicable), after deduction or withholding of all such Taxes, the amount of such payment specified in this Agreement (less any required deduction or withholding of any Taxes for which increased amounts are not required to be paid pursuant to this Section 2.08); provided, however, that the Acquiror shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if pay such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (increased amounts to the extent it is able that such required deduction or withholding would not arise but for (i) the failure by the Parent or its Affiliates (as applicable) to do so based upon applicable facts and circumstances)provide any statements, complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, requested by the Acquiror or its Affiliates that Parent or its Affiliates (as applicable, ) is legally eligible to provide or (ii) a present or former connection between Parent or its Affiliates and the jurisdiction imposing such Tax (other than a connection arising from the sale of the Shares or UG Asia Shares pursuant to this Agreement). The Acquiror or its Affiliates (as applicable) that is required to make any payment under pursuant to this Agreement of any amount specified in this Agreement shall, and shall cause its Affiliates (as applicable) to, promptly remit such deduction or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(dTax (if any) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated herebyrelevant Tax Authority and promptly provide the Parent or its Affiliates (as applicable) with the appropriate receipts for such payments. Any amount deducted or withheld pursuant to this Section 2.08, including in respect of any increased amounts paid by the Acquiror or its Affiliates pursuant to this Section 2.08, shall, for all purposes of this Agreement, be treated as having been paid to the Parent or its Affiliates (as applicable).

Withholding Taxes. If any Lender is not a “united states person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but in any event prior Prior to the initial payment of interest hereunder relevant taxable event, the Grantee shall pay or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence make adequate arrangements satisfactory to the Agent that such Lender is exempt Corporation and/or the Employing Company to satisfy all withholding obligations of the Corporation and/or the Employing Company. In this regard, the Grantee shall pay any Tax-Related Items directly to the Corporation or the Employing Company in cash upon request. In addition, the Grantee authorizes the Corporation and/or the Employing Company, or their respective agents, at their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: (1) withholding from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms Grantee’s wages or other evidence with respect cash compensation paid to Advances to Borrowers, if such Lender has assigned its entire interest hereunder Grantee by the Corporation and/or the Employing Company; (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws 2) withholding from proceeds of the United States sale of Shares issued upon payment of the Performance Award either through a voluntary sale or through a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination mandatory sale arranged by the Internal Revenue Service that any payments previously made Corporation (on the Grantee’s behalf pursuant to this authorization) through such Lender hereunder were means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued upon payment of the Performance Award. To avoid negative accounting treatment, the Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Tax-Related Items are satisfied by withholding in Shares issuable upon vesting of the Performance Award, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to United States income tax withholding when madethe Performance Award, such Lender notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee shall pay to the Agent Corporation or the excess Employing Company any amount of Tax-Related Items due as a result of any aspect of the aggregate amount required Grantee’s participation in the Plan. The Grantee understands that no Shares or proceeds from the sale of Shares shall be delivered to be withheld from such payments over Grantee, notwithstanding the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any vesting of the other Loan DocumentsPerformance Award, or under or in connection unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with any transactions not related to the transactions contemplated herebyrespect thereto.

Withholding Taxes. If any Lender is not a “united states person” within the meaning Each of Section 7701(a)(30) of the Internal Revenue CodeEMV, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereofXos, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow BorrowersDepositary, as applicable, shall be entitled to make deduct, withhold and remit or pay from any payment Consideration Shares or other consideration otherwise payable or deliverable to any person hereunder or under the Plan of Arrangement and from all dividends or other distributions or other payments otherwise payable to any former securityholders of EMV, such amounts as EMV, Xos, or the Depositary, respectively, may be required by applicable law to deduct, withhold and pay or remit therefrom under any provision of applicable laws in respect of Taxes. To the extent that such amounts are so deducted, withheld and remitted or paid to the applicable Governmental Entity, such amounts shall be treated for all purposes under this Agreement as having been paid or delivered to the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (person to whom, or with respect to which, such withholding at a reduced rate)amounts would otherwise have been paid, provided that such withheld amounts are actually remitted to the execution appropriate taxing authority. To the extent necessary, such deductions and delivery withholdings shall be effected by selling any Consideration Shares or other non-cash consideration to which such holder or recipient may otherwise be entitled under the Plan of Arrangement, and Xos, EMV, any of their affiliates and the Depositary are hereby authorized to sell or otherwise dispose, or direct any other person to sell or otherwise dispose, of such formsportion of the non-cash consideration or non-cash amounts otherwise payable, certificates issuable or other documents does not adversely affect or otherwise restrict deliverable under the rights and benefits (including without limitation economic benefits) available Plan of Arrangement to such Lender or person as is necessary to provide sufficient funds to Xos, EMV, any of their affiliates and the AgentDepositary, as the case may be, under this Agreement to enable it to comply with such deduction or withholding requirement and none of Xos, EMV, any of their affiliates or the Depositary shall be liable to any person for any deficiency in respect of any proceeds received, and Xos, EMV, any of their affiliates and the Depositary, as applicable, shall notify the relevant person of such sale or other Loan Documentsdisposition and any amount remaining following the sale, or under or in connection with any transactions not related deduction and remittance (net of reasonable costs and expenses) shall be paid to the transactions contemplated herebyholder or recipient entitled thereto as soon as reasonably practicable.

Withholding Taxes. If any Lender is not a “united states person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN The Parties, their Affiliates and the Paying Agent shall be entitled to deduct and withhold from amounts payable pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or under any provision of Applicable Law regarding Taxes (including, without limitation, any amounts required to be deducted and withheld from amounts otherwise payable to Swan Sponsor, any Company Entity or any successor form specifying of their successors or assigns, if any such Person fails to provide a properly completed and executed FIRPTA Certificate with respect to such Person (or, if such Person is disregarded as an entity separate from another Person, such other Person)). To the applicable tax treaty between extent amounts are so withheld and paid over to the United States and the jurisdiction of appropriate Tax authority, such Lender’s domicile which provides withheld amounts shall be treated for the exemption from purposes of this Agreement as having been paid to the Person in respect of whom such withholding on interest payments was made. Each Party (and their Affiliates and agents) shall use commercially reasonable efforts to: (i) reasonably in advance of the Closing Date, determine whether an amount is required to such Lenderbe deducted or withheld by it pursuant to this Section 3.2(g), (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing promptly notify the Company and the recipient of the payment that the income is believed to be received by subject to deduction or withholding of any such Lender hereunder requirements, which notice shall include a reasonable description of the basis on which such amount is effectively connected with the conduct of a trade required to be deducted or business in the United States or withheld under Applicable Law, and (iii) other evidence satisfactory cooperate with the Company and the recipient of such payment to reduce the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be deducted or withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent permissible under Applicable Law. For the avoidance of doubt, notwithstanding anything herein to the contrary, Parent shall be entitled to require any Person to provide any certifications required to be delivered to it is able to do so based upon applicable facts and circumstancesunder Applicable Law (including, without limitation, a FIRPTA Certificate), complete and to withhold or cause to be withheld any Taxes required to be withheld by Parent under Applicable Law from amounts payable by Parent to any Person that fails to provide Borrowers with such formscertification, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated herebyherein.

Withholding Taxes. If any Lender is not a “united states person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but Notwithstanding anything in any event prior this Agreement to the initial payment of interest hereunder or prior contrary, Parent, the Surviving Company and the Exchange Agent shall be entitled to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of deduct and withhold from (i) Internal Revenue Service Form W-8BEN the consideration (including Merger Consideration (including any Contingent Cash Purchase Price) payable in respect of the Company Restricted Shares) to be paid by Parent, the Surviving Company or any successor form specifying the applicable tax treaty between the United States Exchange Agent hereunder and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income other amounts otherwise payable pursuant to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amountthis Agreement, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be deducted and withheld from with respect to the making of such payments over payment under the aggregate Code or any other provision of state, local or foreign Tax Law. If Parent, the Surviving Company or the Exchange Agent reasonably believes after consultation with counsel that such deduction or withholding is required under applicable Law, the applicable withholding Person shall use commercially reasonable efforts to provide the Company with written notice at least five Business Days prior to withholding any amount actually withheld pursuant to this Section 3.3(i) such that the Company and/or the holders of the Company Common Stock and/or Company Restricted Shares shall have the opportunity to eliminate or reduce such deduction or withholding obligation by the Agent. In additionfiling appropriate documentation or taking other appropriate action, from time and subject to time upon the reasonable request their respective obligations under applicable Law, Parent and the sole expense of BorrowerSurviving Company shall, and such parties shall instruct the Exchange Agent to, cooperate in good faith with the Company and/or such holders as necessary to eliminate or reduce such deduction or withholding, in each Lender and the Agent shall (case, to the extent it is able permitted under applicable Law. Any such amounts so deducted or withheld shall be paid over to do so based upon the relevant Taxing Authority in accordance with applicable facts and circumstances)Law by the Exchange Agent, complete and provide Borrowers with such forms, certificates the Surviving Company or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the AgentParent, as the case may be, under and such deducted or withheld amounts shall be treated for all purposes of this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related as having been paid to the transactions contemplated herebyPerson in respect of which such deduction or withholding was made.

Withholding Taxes. If any Lender is not a “united states person” within the meaning of Section 7701(a)(303.13 (a)(1) of the Internal Revenue Code, such Lender shall promptly (but in any event prior to the initial payment of interest Any and all payments by Borrowers hereunder or prior to under the Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto imposed on it by any jurisdiction (excluding, in the case of each Lender and Credit Agent, (y) franchise taxes imposed on or measured by its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and income by the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to which such Lender or the Credit Agent, as the case may be, is organized or any political subdivision thereof, and, (z) if such Lender or Credit Agent is entitled at such time to a total or partial exemption from withholding that is required to be evidenced by a United States Internal Revenue Service Form, taxes imposed on it by reason of any failure of such Lender or Credit Agent to deliver to Credit Agent or the Borrowers, from time to time as required by Credit Agent or Borrowers, such Form, completed in a manner reasonably satisfactory to Credit Agent or the Borrowers) (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If Borrowers shall be required by law to deduct any taxes from or in respect of any sum payable hereunder or under any Note to any Lender or Credit Agent (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Agreement Section 3.13) such Lender or any of Credit Agent (as the other Loan Documents, or under or in connection with any transactions not related case may be) receives an amount equal to the transactions contemplated herebysum it would have received had no such deductions been made, (ii) Borrowers shall make such deductions, and (iii) Borrowers shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable law.

Withholding Taxes. If 6.1 The Purchaser, the Company and the Depositary shall be entitled to deduct and withhold from any Lender consideration otherwise payable to any former Company Shareholder or former Incentive Award Holder under this Plan of Arrangement, including from any amount payable to any Dissenting Shareholder or any dividend or other distribution payable pursuant to Section 5.5 as the case may be, such amounts as the Purchaser, the Company or the Depositary is not a “united states person” within required to deduct and withhold from such consideration in accordance with the meaning Tax Act, the U.S. Tax Code or any other provision of Section 7701(a)(30) any applicable Law (it being understood and agreed that withholdings under section 116 of the Internal Revenue Code, Tax Act should not apply to any Company Shares or Incentive Awards that are not taxable Canadian property or are excluded property for the purposes of the Tax Act). Any such Lender amounts shall promptly (but in any event prior be deducted and withheld from the consideration payable pursuant to this Plan of Arrangement and shall be treated for all purposes as having been paid to the initial payment former Company Shareholder or former Incentive Award Holder in respect of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States which such deduction and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when was made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that such withheld amounts are actually remitted to the execution appropriate taxing authority. The Purchaser, the Company and delivery the Depositary are hereby authorized to sell or otherwise dispose of such formsportion of the Consideration Shares otherwise issuable to the holder as is necessary to provide sufficient funds to the Purchaser, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender Company or the AgentDepositary, as the case may be, under this Agreement to enable it to comply with such deduction or withholding requirement and the Purchaser, the Company or the Depositary shall notify the holder thereof and remit the applicable portion of the net proceeds of such sale to the appropriate taxing authority and shall remit to such holder any unapplied balance of the proceeds of such sale (after deducting applicable sale commissions and any other reasonable expenses relating thereto). To the extent that Consideration Shares are so sold or disposed of, such withheld amounts, or such shares so sold or disposed of, shall be treated for all purposes as having been issued to the holder in respect of which such sale or disposition was made, provided that such net proceeds of such sale or disposition, as the case may be, are actually remitted to the appropriate taxing authority. The Purchaser, the Company and the Depositary shall not be obligated to seek or obtain a minimum price for any of the other Loan DocumentsConsideration Shares sold or disposed of by it, nor shall the Purchaser, the Company or under the Depositary be liable for any loss arising out of any such sale or in connection with any transactions not related to the transactions contemplated herebydisposition.

Withholding Taxes. If Regardless of any Lender action the Corporation or the Employing Company takes with respect to any or all income tax, social security, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is not a “united states person” within and remains his or her responsibility. Furthermore, the meaning Grantee acknowledges that the Corporation and/or the Employing Company (a) make no representations or undertakings regarding the treatment of Section 7701(a)(30) any Tax-Related Items in connection with any aspect of the Internal Revenue CodeRestricted Stock Grant, such Lender shall promptly including the grant or vesting of the Restricted Stock, the receipt of dividends or the subsequent sale of Shares; and (but b) do not commit to structure the terms of the Restricted Stock Grant or any aspect of the Grantee’s participation in any event prior the Plan to reduce or eliminate his or her liability for Tax-Related Items. Prior to the initial payment of interest hereunder relevant taxable event, the Grantee shall pay or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence make adequate arrangements satisfactory to the Agent that Corporation and/or the Employing Company to satisfy all withholding obligations of the Corporation and/or the Employing Company. In this regard, the Grantee shall pay any Tax-Related Items directly to the Corporation or the Employing Company in cash upon request and, if permitted by the Corporation, the Grantee may pay the Tax-Related Items by delivering to the Corporation shares of its common stock having a Fair Market Value (as defined in the Plan) equal to the amount of the obligation for Tax-Related Items to be so satisfied. In addition, the Grantee authorizes the Corporation and/or the Employing Company, at their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: (1) withholding from Grantee’s wages or other cash compensation paid to Grantee by the Corporation and/or the Employing Company; (2) selling or arranging for the sale of a sufficient number of unrestricted Shares to be delivered to the Grantee upon vesting under Section 6 above, on the Grantee’s behalf and at the Grantee’s direction pursuant to this authorization, through such Lender is exempt from United States income tax withholding means as the Corporation may determine in its sole discretion (whether through a broker or otherwise) with respect a Fair Market Value equal to such income; provided, however, that such Lender shall not be the amount required to deliver be withheld; or (3) withholding Shares from the Restricted Stock held in custody by the Corporation with a Fair Market Value equal to Agent the aforesaid forms amount of the aggregate minimum statutory or other evidence with respect to Advances to Borrowersapplicable minimum obligation for Tax-Related Items. Finally, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender Grantee shall pay to the Agent Corporation or the excess Employing Company any amount of Tax-Related Items that the Corporation or the Employing Company may be required to withhold as a result of Grantee’s participation in the Plan or Grantee’s acquisition of Shares that cannot be satisfied by the means previously described. The Grantee understands that no Shares shall be delivered to Grantee, notwithstanding the lapse of the aggregate amount required to be withheld from such payments over restrictions thereon, unless and until the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent Grantee shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers have satisfied any obligation for Tax-Related Items with such forms, certificates or other documents respect thereto as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated herebyherein.

Withholding Taxes. If The Borrower and Canadian Borrower hereby agree that (a) any Lender is not a “united states person” within and all payments made by the meaning Borrower and/or the Canadian Borrower hereunder and under the other Loan Documents shall be made free and clear of, and without deduction for, any and all taxes, levies, fees, duties, imposts, deductions, charges or withholdings of Section 7701(a)(30) any nature whatsoever, excluding, in the case of the Internal Revenue CodeAgents or the Banks or any holder of the Notes, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN taxes imposed on, or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lendermeasured by, its net income or profits, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or franchise taxes imposed on it, (iii) taxes imposed by any jurisdiction as a direct consequence of it, or any of its affiliates, having a present or former connection with such jurisdiction, including, without limitation, being organized, existing or qualified to do business, doing business or maintaining a permanent establishment or office in such jurisdiction, (iv) taxes imposed by reason of its failure to comply with any applicable certification, identification, information, documentation or other evidence satisfactory reporting requirement, or (v) any backup withholding (all such non-excluded taxes being hereinafter referred to as "Indemnifiable Taxes"). In the event that any withholding or deduction from any payment to be made by the Borrower or the Canadian Borrower hereunder is required in respect of any Indemnifiable Taxes pursuant to any applicable law, or governmental rule or regulation, then the Borrower or the Canadian Borrower will (i) direct to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent relevant taxing authority the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate full amount required to be so withheld from such payments over or deducted, (ii) forward to the aggregate amount actually withheld by applicable Agent for delivery to the Agent. In addition, from time applicable Bank an official receipt or other documentation satisfactory to time upon the reasonable request applicable Agent and the sole expense of Borrowerapplicable Bank evidencing such payment to such taxing authority, each Lender and the Agent shall (iii) direct to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding Agent for or on the account of any tax under Section 10.1(d) hereof (the applicable Banks such additional amount or with amounts as is necessary to ensure that the net amount actually received by each relevant Bank will equal the full amount such Bank would have received had no such withholding at a reduced rate)or deduction (including any Indemnifiable Taxes on such additional amounts) been required. Moreover, provided if any Indemnifiable Taxes are directly asserted against the applicable Agent or any Bank with respect to any payment received by the Agents or such Bank by reason of the Borrower's or the Canadian Borrower's failure to properly deduct and withhold such Indemnifiable Taxes from such payment, the applicable Agent or such Bank may pay such Indemnifiable Taxes and the Borrower or the Canadian Borrower will promptly pay all such additional amounts (including any penalties, interest or reasonable expenses) as are necessary in order that the execution and delivery net amount received by such Person after the payment of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits Indemnifiable Taxes (including without limitation economic benefitsany Indemnifiable Taxes on such additional amount) available to shall equal the amount such Lender Person would have received had not such Indemnifiable Taxes been asserted. Any such payment shall be made promptly after the receipt by the Borrower or the AgentCanadian Borrower from the applicable Administrative Agent or such Bank, as the case may be, under this Agreement or any of a written statement setting forth in reasonable detail the amount of the other Loan DocumentsIndemnifiable Taxes and the basis of the claim. If the Borrower or the Canadian Borrower shall pay any taxes or make any payments with respect to any taxes which are not Indemnifiable Taxes, then the applicable Agent or under the Bank which has received any such payment or in connection with respect to which any transactions not related such payment was made shall reimburse the Borrower or the Canadian Borrower, within five (5) Business Days of request by such Person, the amount so paid by such Person, together with interest at the rate then applicable to Base Rate Loans from the transactions contemplated herebydate such amounts were paid by such Person.

Withholding Taxes. If Regardless of any Lender is not a “united states person” within action the meaning of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN Company or any successor form specifying Eligible Subsidiary employing the applicable tax treaty between Optionee (the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii“Employer”) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding takes with respect to such income; providedany or all federal, howeverstate, that such Lender shall not be required to deliver to Agent the aforesaid forms local or foreign income tax, social insurance, payroll tax, payment on account or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder tax related-items (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers“Tax Related-Items”), to an Affiliate which the Optionee acknowledges that the ultimate liability for all Tax Related-Items associated with the Option is incorporated under and remains the laws of Optionee’s responsibility and may exceed the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon Company and that the reasonable request Company and the sole expense of Borrower, each Lender and Employer (i) make no representations or undertakings regarding the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account treatment of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or Tax Related-Items in connection with any transactions aspect of the Option, including, but not related limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Tax Related-Items. Further, if Optionee is subject to tax in more than one jurisdiction, the Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax Related-Items in more than one jurisdiction. The Optionee shall, no later than the date as of which the value of an Option first becomes includible in the gross income of the Optionee for purposes of Tax Related-Items, pay to the transactions contemplated herebyCompany and/or the Employer, or make arrangements satisfactory to the Administrator (in its sole discretion) regarding payment of, all Tax Related-Items required by applicable law to be withheld by the Company and/or the Employer with respect to the Option. The obligations of the Company under the Plan shall be conditional on the making of such payments or arrangements, and the Company and/or the Employer shall, to the extent permitted by applicable law, have the right to deduct any such Tax Related-Items from any payment of any kind otherwise due to the Optionee. The Company shall have the right to require the Optionee to remit to the Company an amount in cash sufficient to satisfy any applicable withholding requirements related thereto. With the approval of the Administrator, the Optionee may satisfy the foregoing requirement by either (i) electing to have the Company withhold from delivery of Shares or (ii) delivering already owned unrestricted Shares, in each case, having a value up to the maximum amount of tax required to be withheld in the applicable jurisdiction (or such other rate that will not cause adverse accounting consequences for the Company). Any such Shares shall be valued at their Fair Market Value on the date as of which the amount of Tax Related-Items to be withheld is determined. Such an election may be made with respect to all or any portion of the Shares to be delivered pursuant to the Option. The Company may also use any other method or combination of methods of obtaining the necessary payment or proceeds, as permitted by applicable law, to satisfy its withholding obligation with respect to any Option. If the obligation for Tax Related-Items is satisfied by withholding in Shares, for tax purposes, the Optionee shall be deemed to have been issued the full member of Shares issued upon exercise of the Options notwithstanding that a member of the Shares are held back solely for the purpose of paying the Tax Related-Items.

Withholding Taxes. If any Lender is not a “united states person” within The Company shall have the meaning of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but in any event prior right to withhold from wages or other amounts otherwise payable to the initial payment of interest hereunder Participant (or prior a Permitted Assignee thereof), or otherwise require the Participant or Permitted Assignee to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amountpay, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers)federal, to an Affiliate which is incorporated under the laws of the United States state, local or a state thereofforeign income taxes, and so notifies the Agent. Such Lender shall amend withholding taxes, or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount employment taxes required to be withheld from such payments over by law or regulations (“Withholding Taxes”) arising as a result of the aggregate amount actually withheld by grant or vesting of PSUs, the Agent. In addition, from time to time upon the reasonable request and the sole expense transfer of Borrower, each Lender and the Agent shall (any PSUs or any other taxable event occurring pursuant to the extent it is able to do so based upon applicable facts and circumstances)Plan, complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without Certificate. If, notwithstanding the foregoing, the Participant (or Permitted Assignee) shall fail to actually or constructively make such tax payments as are required, the Company (or its Affiliates) shall, to the extent permitted by law, have the right to deduct any withholding for or on the account such Withholding Taxes from any payment of any tax under kind otherwise due to such Participant or Permitted Assignee or to take such other action as may be necessary to satisfy such Withholding Taxes. In satisfaction of the requirement to pay Withholding Taxes, the Company, in its sole discretion, may elect to satisfy the obligation for Withholding Taxes by retaining a sufficient number of Shares that it would otherwise deliver on a particular Settlement Date equal to the amount of any Withholding Taxes due on such Settlement Date. Notwithstanding the foregoing discretion, the Company shall satisfy the obligation for Withholding Taxes by retaining a sufficient number of Shares that it would otherwise deliver on a particular Settlement Date equal to the amount of any Withholding Taxes due on such Settlement Date. For purposes of the preceding two sentences, where the Company is to retain Shares to satisfy the obligation for Withholding Taxes, the net amount of Shares to be delivered to the Participant on a Settlement Date shall equal the total number of Shares otherwise deliverable to the Participant on such Settlement Date (pursuant to Section 10.1(d2(c) hereof (or with such withholding at a reduced rateand the Certificate), provided that less such number of Shares having an aggregate Fair Market Value equal to the execution and delivery amount of such forms, certificates or other documents does not adversely affect or otherwise restrict Withholding Taxes (as determined in the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated herebyCommittee’s sole discretion).

Withholding Taxes. If any Lender is not a “united states person” within The Company, the meaning of Section 7701(a)(30) of Purchaser, the Internal Revenue Code, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder Depositary and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowersperson, as applicable, will be entitled to make deduct and withhold, or direct any payment other person to deduct or withhold on their behalf, from any consideration otherwise payable, issuable or otherwise deliverable to any Company Securityholder under this Agreement or and the other Loan Documents without any withholding for or on the account Plan of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits Arrangement (including without limitation economic benefitsany payment to Dissenting Company Shareholders, holders of Company Options, holders of Company RSUs and holders of Company Warrants) available to such Lender amounts as the Company, the Purchaser, the Depositary or the Agentany other person, as the case may be, is required to deduct and withhold with respect to such payment under the Tax Act, the Code, and the rules and regulations promulgated thereunder, or any provision of any federal, provincial, territorial, state, local or foreign Tax Law as is required to be so deducted and withheld by the Company, the Purchaser, the Depositary or any other person, as the case may be. For the purposes under the Plan of Arrangement and this Agreement, all such deducted or withheld amounts shall be treated as having been paid to the person in respect of which such deduction and withholding was made on account of the obligation to make payment to such person hereunder, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Authority by or on behalf of the Company, the Purchaser, the Depositary or any other person, as the case may be. Each of the Company, the Purchaser, the Depositary or any other person that makes a payment under the Plan of Arrangement or this Agreement, as applicable, is hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of Consideration Shares or other securities otherwise deliverable to such person under the Plan of Arrangement or this Agreement, as is necessary to provide sufficient funds (after deducting commissions payable and other costs and expenses) to the Company, the Purchaser, the Depositary or such other person, as the case may be, to enable it to comply with any deduction or withholding permitted or required under this Agreement Section 2.14, and shall remit the applicable portion of the net proceeds of such sale that is equal to the amount that is permitted or required to be deducted or withheld to the appropriate Governmental Authority, and any amount remaining following the sale, deduction or withholding and remittance shall be paid to the person entitled thereto as soon as reasonably practicable. None of the Company, the Purchaser, the Depositary or any other person will be liable for any loss arising out of the other Loan Documents, or any sale under or in connection with any transactions not related to the transactions contemplated herebythis Section 2.14.

Withholding Taxes. If The amounts payable by one party (the “Payer”) to another Party (the “Payee”) pursuant to this Agreement (“Payments”) shall not be reduced on account of any Lender Taxes unless required by applicable Law. The Payee alone shall be responsible for paying any and all Taxes (other than withholding Taxes required to be paid by the Payer) levied on account of, or measured in whole or in part by reference to, any Payments it receives. The Payer shall deduct or withhold from the Payments any Taxes that it is not required by applicable Law to deduct or withhold. The Payer shall increase the Payments by such additional amounts as are necessary to ensure that Payee receives the full amount that it would have received in the absence of such withholding Tax. Notwithstanding the foregoing, if the Payee is entitled under any applicable Tax treaty to a “united states person” within reduction of rate of, or the meaning of Section 7701(a)(30) of the Internal Revenue Codeelimination of, such Lender or recovery of, applicable withholding Tax, it shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of Payer or the appropriate Governmental Authority (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws assistance of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (Payer to the extent it that this is able to do so based upon applicable facts reasonably required and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably is expressly requested in writing) the prescribed forms necessary to allow Borrowersreduce the applicable rate of withholding or to relieve the Payer of its obligation to withhold Tax, as applicableand the Payer shall apply the reduced rate of withholding, to make any payment under this Agreement or dispense with the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agentwithholding, as the case may be, under this Agreement or to the extent it complies with the applicable Tax treaty. If, in accordance with the foregoing, the Payer withholds any amount, it shall make timely payment to the proper taxing authority of the other Loan Documentswithheld amount, or under or in connection with any transactions not related and send to the transactions contemplated herebyPayee proof of such payment as soon as reasonably practicable. Within 30 days after the date the Payee is eligible to apply any such withheld amounts to reduce a tax payment otherwise due (whether by credit, offset or other mechanism) or accepts a refund attributable to such withheld amounts, the Payee shall pay the Payer the amount of such reduction or refund, plus the actual Tax benefit realized resulting from such payment.

Withholding Taxes. If VAALCO, AcquireCo, TransGlobe, any Lender is not a “united states person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States their affiliates and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow BorrowersDepositary, as applicable, shall be entitled to make deduct and withhold, or direct any payment other Person to deduct and withhold on their behalf, from any amounts otherwise payable, issuable or otherwise deliverable to any TransGlobe Shareholders (including in their capacity as current or former TransGlobe Equity Award Holders), and any other Person under the Plan of Arrangement such amounts as are required or reasonably believed to be required to be deducted and withheld from such amounts under any provision of any Law in respect of Taxes. To the extent any such amounts are so deducted and withheld, such amounts shall be treated for all purposes under this Agreement or and the other Loan Documents without any Plan of Arrangement as having been paid to the Person in respect of which such deduction and withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), was made; provided that such deducted and withheld amounts are actually remitted to the execution appropriate Governmental Entity. To the extent that the amount so required to be deducted or withheld from any amounts payable, issuable or otherwise deliverable to a Person under the Plan of Arrangement exceeds the amount of cash otherwise payable to such Person, VAALCO, AcquireCo, TransGlobe, any of their affiliates and delivery the Depositary are hereby authorized to sell or otherwise dispose, or direct any other Person to sell or otherwise dispose, of such formsportion of the non-cash consideration or non-cash amounts payable, certificates or other documents does not adversely affect issuable or otherwise restrict the rights and benefits (including without limitation economic benefits) available deliverable hereunder to such Lender or Person as is necessary to provide sufficient funds to VAALCO, AcquireCo, TransGlobe, any of their affiliates and the AgentDepositary, as the case may be, under this Agreement to enable it to comply with such deduction or withholding requirement and VAALCO, AcquireCo, TransGlobe, any of their affiliates and the Depositary, as applicable, shall notify the relevant Person of such sale or other Loan Documentsdisposition and remit to such Person any unapplied balance of the net proceeds of such sale or other disposition (after deduction for (x) the amounts required to satisfy the required withholding under the Plan of Arrangement in respect of such Person, or under or in connection with any transactions not related (y) reasonable commissions payable to the transactions contemplated herebybroker and (z) other reasonable costs and expenses).

Withholding Taxes. If Regardless of any Lender action the Corporation or the Employing Company takes with respect to any or all income tax, social security, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is not a “united states person” within and remains his or her responsibility. Furthermore, the meaning Grantee acknowledges that the Corporation and/or the Employing Company (a) make no representations or undertakings regarding the treatment of Section 7701(a)(30) any Tax-Related Items in connection with any aspect of the Internal Revenue CodeRSUs, such Lender shall promptly including the grant, vesting, or settlement of the RSUs or the subsequent sale of Shares; and (but b) do not commit to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in any event prior the Plan to reduce or eliminate his or her liability for Tax-Related Items. Prior to the initial payment of interest hereunder relevant taxable event, the Grantee shall pay or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence make adequate arrangements satisfactory to the Agent that Corporation and/or the Employing Company to satisfy all withholding obligations of the Corporation and/or the Employing Company. In this regard, the Grantee authorizes the Corporation and/or the Employing Company, at their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: (1) withholding from Grantee’s wages or other cash compensation paid to Grantee by the Corporation and/or the Employing Company; (2) selling or arranging for the sale of a sufficient number of Shares issued upon vesting of the RSUs, on the Grantee’s behalf and at the Grantee’s direction pursuant to this authorization, through such Lender is exempt from United States income tax withholding with respect means as the Corporation may determine in its sole discretion (whether through a broker or otherwise) equal to such income; provided, however, that such Lender shall not be the amount required to deliver be withheld; or (3) withholding from the Shares otherwise issuable to Agent the aforesaid forms or other evidence Grantee the number of Shares with respect a Fair Market Value, as defined in the Plan, on the date the restrictions lapse equal to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws amount of the United States or a state thereofaggregate minimum amount of Tax-Related Items to be so satisfied. If the Tax-Related Items are satisfied by reducing the number of Shares issuable upon vesting of the RSUs, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required Grantee is deemed to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from have been issued the Agent full number of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were Shares subject to United States income tax withholding when madethe RSUs, such Lender notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee shall pay to the Agent Corporation or the excess Employing Company any amount of Tax-Related Items that the Corporation or the Employing Company may be required to withhold as a result of Grantee’s participation in the Plan or Grantee’s acquisition of Shares that cannot be satisfied by the means previously described. The Grantee understands that no Shares shall be delivered to Grantee, notwithstanding the lapse of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or restrictions on the account of RSUs, unless and until the Grantee shall have satisfied any tax under Section 10.1(d) hereof (or obligation for Tax-Related Items with such withholding at a reduced rate), respect thereto as provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated herebyherein.

Withholding Taxes. If Neuronetics, Greenbrook, any Lender is not a “united states person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States their affiliates and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow BorrowersDepositary, as applicable, shall be entitled to make deduct and withhold, or direct any payment other Person to deduct and withhold on their behalf, from any amounts otherwise payable, issuable or otherwise deliverable to any Greenbrook Securityholders, and any other Person under the Plan of Arrangement or this Agreement such amounts as are required or reasonably believed to be required to be deducted and withheld from such amounts under any provision of any Law in respect of Taxes. To the extent any such amounts are so deducted and withheld, such amounts shall be treated for all purposes under this Agreement or and the other Loan Documents without any Plan of Arrangement as having been paid to the Person in respect of which such deduction and withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), was made; provided that such deducted and withheld amounts are actually remitted to the execution appropriate Governmental Entity. To the extent that the amount so required to be deducted or withheld from any amounts payable, issuable or otherwise deliverable to a Person under the Plan of Arrangement or this Agreement exceeds the amount of cash otherwise payable to such Person, Neuronetics, Greenbrook, any of their affiliates and delivery the Depositary are hereby authorized to sell or otherwise dispose, or direct any other Person to sell or otherwise dispose, of such formsportion of the non-cash consideration or non-cash amounts payable, certificates or other documents does not adversely affect issuable or otherwise restrict the rights and benefits (including without limitation economic benefits) available deliverable hereunder to such Lender or Person as is necessary to provide sufficient funds to Neuronetics, Greenbrook, any of their affiliates and the AgentDepositary, as the case may be, to enable it to comply with such deduction or withholding requirement and Neuronetics, Greenbrook, any of their affiliates and the Depositary, as applicable, shall notify the relevant Person of such sale or other disposition and remit to such Person any unapplied balance of the net proceeds of such sale or other disposition (after deduction for (x) the amounts required to satisfy the required withholding under the Plan of Arrangement or this Agreement or any in respect of the other Loan Documentssuch Person, or under or in connection with any transactions not related (y) reasonable commissions payable to the transactions contemplated herebybroker and (z) other reasonable costs and expenses).

Withholding Taxes. If The amounts payable by one Party (the “Payer”) to another Party (the “Payee”) pursuant to this Agreement (“Payments”) shall not be reduced on account of any Lender Taxes unless required by applicable Law. The Payee alone shall be responsible for paying any and all Taxes (other than withholding Taxes required to be paid by the Payer) levied on account of, or measured in whole or in part by reference to, any Payments it receives. The Payer shall deduct or withhold from the Payments any Taxes that it is not required by applicable Law to deduct or withhold, and all such amounts deducted and withheld shall be treated for all purposes of this Agreement as having been paid to Payee. Notwithstanding the foregoing, if the Payee is entitled under any applicable Tax treaty to a “united states person” within reduction of rate of, or the meaning of Section 7701(a)(30) of the Internal Revenue Codeelimination of, such Lender or recovery of, applicable withholding Tax, it shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) timely deliver to the Agent two executed copies of Payer or the appropriate Taxing Authority (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws assistance of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (Payer to the extent it that this is able to do so based upon applicable facts reasonably required and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably is expressly requested in writing) the prescribed forms necessary to allow Borrowersreduce the applicable rate of withholding or to relieve the Payer of its obligation to withhold Tax, as applicableand the Payer shall apply the reduced rate of withholding, to make any payment under this Agreement or dispense with the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agentwithholding, as the case may be, under this Agreement or to the extent it complies with the applicable Tax treaty. If, in accordance with the foregoing, the Payer withholds any amount, it shall make timely payment to the proper Taxing Authority of the other Loan Documentswithheld amount, or under or in connection with any transactions not related and send to the transactions contemplated hereby.Payee proof of such payment as soon as reasonably practicable. Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential Portions are marked: [***]

Withholding Taxes. If any Lender is not a “united states person” within The Company shall have the meaning of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but in any event prior right to withhold from wages or other amounts otherwise payable to the initial payment of interest hereunder Participant (or prior a Permitted Assignee thereof), or otherwise require the Participant or Permitted Assignee to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amountpay, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers)federal, to an Affiliate which is incorporated under the laws of the United States state, local or a state thereofforeign income taxes, and so notifies the Agent. Such Lender shall amend withholding taxes, or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount employment taxes required to be withheld from such payments over by law or regulations (“Withholding Taxes”) arising as a result of the aggregate amount actually withheld by grant or vesting of RSUs, the Agent. In addition, from time to time upon the reasonable request and the sole expense transfer of Borrower, each Lender and the Agent shall (any RSUs or any other taxable event occurring pursuant to the extent it is able to do so based upon applicable facts and circumstances)Plan, complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without Certificate. If, notwithstanding the foregoing, the Participant (or Permitted Assignee) shall fail to actually or constructively make such tax payments as are required, the Company (or its Affiliates) shall, to the extent permitted by law, have the right to deduct any withholding for or on the account such Withholding Taxes from any payment of any tax under kind otherwise due to such Participant or Permitted Assignee or to take such other action as may be necessary to satisfy such Withholding Taxes. In satisfaction of the requirement to pay Withholding Taxes, the Company, in its sole discretion, may elect to satisfy the obligation for Withholding Taxes by retaining a sufficient number of Shares that it would otherwise deliver on a particular vesting date equal to the amount of any Withholding Taxes due on such vesting date. Notwithstanding the foregoing discretion, the Company shall satisfy the obligation for Withholding Taxes by retaining a sufficient number of Shares that it would otherwise deliver on a particular vesting date equal to the amount of any Withholding Taxes due on such vesting date. For purposes of the preceding two sentences, where the Company is to retain Shares to satisfy the obligation for Withholding Taxes, the net amount of Shares to be delivered to the Participant on a vesting date shall equal the total number of Shares otherwise deliverable to the Participant on such vesting date (pursuant to Section 10.1(d2(c) hereof (or with such withholding at a reduced rateand the Certificate), provided that less such number of Shares having an aggregate Fair Market Value equal to the execution and delivery amount of such forms, certificates or other documents does not adversely affect or otherwise restrict Withholding Taxes (as determined in the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated herebyCommittee’s sole discretion).

Withholding Taxes. (1) If any Lender is not a “united states person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 12.8 hereof, as applicable) deliver to the Agent two original executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to the Agent the aforesaid forms or other evidence with respect to Advances to Borrowersthe Borrower, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowersthe Borrower), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the CRA or the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of the Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers the Borrower with such forms, certificates or other documents as may be reasonably necessary to allow Borrowersthe Borrower, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d9.1(4) hereof (or with such withholding at a reduced rate), 115 provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated hereby.

Withholding Taxes. If any Lender is not a “united states person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but Notwithstanding anything in any event prior this Agreement to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereofcontrary, as applicable) deliver to Parent, Merger Sub, LLC Sub, the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying First Step Surviving Corporation, the applicable tax treaty between the United States Surviving Company and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments Exchange Agent shall be entitled to such Lender, (ii) Internal Revenue Service Form W-8ECI or deduct and withhold any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount Taxes required to be deducted and withheld under applicable Law from such payments over any amounts otherwise payable pursuant to this Agreement. Parent, Merger Sub, LLC Sub, the aggregate amount actually withheld by First Step Surviving Corporation, the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement Surviving Company or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Exchange Agent, as the case may be, under shall pay any amount so deducted or withheld to the appropriate Governmental Entity in accordance with applicable Law and shall reasonably cooperate with the Company in good faith to minimize any such deduction or withholding. To the extent such amounts are so deducted or withheld and paid over to the relevant Governmental Entity by Parent, Merger Sub, LLC Sub, the First Step Surviving Corporation, the Surviving Company or the Exchange Agent, as the case may be, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person to whom such amounts would have been paid absent such deduction or any withholding by Parent, Merger Sub, LLC Sub, the First Step Surviving Corporation, the Surviving Company or the Exchange Agent, as the case may be. If a portion of the other Loan DocumentsParent Shares otherwise deliverable to a Person is withheld hereunder, or under or in connection with any transactions not related the relevant withholding party shall be treated as having delivered such Parent Shares to such Person, sold such Parent Shares on behalf of such Person for an amount of cash equal to the transactions contemplated herebyfair market value thereof at the time of the required withholding (which fair market value shall be deemed to be the closing price of shares of Parent Shares on the Closing Date) and having paid such cash proceeds to the appropriate Governmental Entity.

Withholding Taxes. If any Lender is not a “united states person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but Notwithstanding anything in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on Distribution Transaction Agreements to the account of any tax under Section 10.1(d) hereof contrary, Parent, the Company, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold (or cause to be deducted and withheld) from the amounts otherwise payable to any holder of Company Common Stock or Company Preferred Stock or holder of Company Equity Awards pursuant to this Agreement or the Distribution Transaction Agreements such amounts as are required to be deducted or withheld with such withholding at a reduced rate), provided that respect to the execution and delivery making of such formspayments, certificates the Pre-Closing Dividend, or other documents does not adversely affect effecting the Distribution under applicable Law. To the extent that amounts are so properly deducted or otherwise restrict withheld and timely paid over to the rights and benefits (including without limitation economic benefits) available to such Lender appropriate Governmental Entity by the Paying Agent, the Company, the Surviving Corporation or the AgentParent, as the case may be, under such deducted or withheld amounts shall be treated for all purposes of this Agreement or any as having been paid to the holder of the Company Common Stock or Company Preferred Stock or holder of the equity or equity-based awards in respect of which such deduction or withholding was made by the Paying Agent, the Company, the Surviving Corporation or Parent, as the case may be. If the Company, the Surviving Corporation or Parent determine that any amounts are required to be deducted or withheld (other Loan Documentsthan any deduction or withholding with respect to any payments constituting compensation for services), the Company, the Surviving Corporation or Parent shall use commercially reasonable efforts to, prior to deducting or withholding such amounts, notify each other in respect of such determination and shall reasonably cooperate in good faith with each other to establish or obtain any exemption from or reduction in the amount of any such deduction or withholding that otherwise would be required (without changing or amending any terms of the Merger, the Distribution, the Pre-Closing Dividend, this Agreement, or under or in connection with any transactions not related to the transactions contemplated herebyDistribution Transaction Agreements).

Withholding Taxes. If any Lender is not a “united states person” within The Purchaser, the meaning of Section 7701(a)(30) of Company and the Internal Revenue Code, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereofDepositary, as applicable) deliver , shall be entitled to deduct and withhold from any amount otherwise payable or deliverable to any Affected Securityholders under the Plan of Arrangement or this Agreement such amounts as the Purchaser, the Company or the Depositary, as applicable, are required to deduct and withhold, or reasonably believe to be required to deduct and withhold, from such amount otherwise payable or deliverable under any provision of any Laws in respect of Taxes. Any such amounts will be deducted, withheld and remitted from the amount otherwise payable or deliverable pursuant to the Agent two executed copies Plan of Arrangement or this Agreement and shall be treated for all purposes under the Plan of Arrangement or this Agreement as having been paid to the Person in respect of which such deduction, withholding and remittance was made; provided that such deducted and withheld amounts are actually remitted to the appropriate Governmental Entity. The Purchaser will (i) Internal Revenue Service Form W-8BEN promptly notify the Company if it becomes aware of any such deduction or any successor form specifying the applicable tax treaty between the United States withholding, and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI remit any withheld or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory deducted amounts to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be appropriate Governmental Entity within the time required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws applicable Law. Each of the United States Company, the Purchaser and the Depositary is hereby authorized to sell or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any otherwise dispose of such form or evidence portion of Parent Shares payable as required Share Consideration as is necessary to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay provide sufficient funds to the Agent Company, the excess of Purchaser or the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow BorrowersDepositary, as applicable, to make any payment under this Agreement enable it to implement such deduction or withholding, and the Company, the Purchaser or the other Loan Documents without any withholding for or on Depositary will notify the account holder thereof and remit the applicable portion of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery net proceeds of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related sale to the transactions contemplated herebyappropriate Governmental Entity and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to the holder.

Withholding Taxes. If the Company or another applicable withholding agent pays withholding taxes or backup withholding on behalf of the Holder or beneficial owner of a Note as a result of an adjustment or the non-occurrence of an adjustment to the Conversion Rate, the Company may, at its option (or another withholding agent might) withhold from or set off such payments against payments of cash or the delivery of Common Shares or other conversion consideration on the Note, any Lender is not a “united states person” within payments on the meaning Common Shares or sales proceeds received by, or other funds or assets of, such Holder (or, in the case of Section 7701(a)(30another withholding agent, the beneficial owner) of the Internal Revenue CodeNote. All parties to this Indenture shall provide an executed IRS Form W-9 or appropriate IRS Form W-8 (or, such Lender shall promptly (but in each case, any event successor form) to the Trustee prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereofIssue Date, and so notifies the Agent. Such Lender shall amend or supplement promptly update any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able such form expires or becomes inaccurate in any respect because of a change in circumstances. The Trustee shall have the right to do so based upon applicable facts and circumstances)request from any party to this Indenture, complete and provide Borrowers with such or any other Person entitled to payment hereunder, any additional forms, certificates documentation or other documents information as may be reasonably necessary for the Trustee to allow Borrowers, as applicable, satisfy its reporting and withholding obligations under the Code. To the extent any such forms to make any payment be delivered under this Agreement paragraph are not provided prior to the time the related payment is required to be made or are reasonably determined by the other Loan Documents without Trustee to be incomplete and/or inaccurate in any material respect, the Trustee shall be entitled to withhold on any such payments hereunder to the extent withholding for is required under Chapters 3, 4, or on 61 of the account of Code, and shall have no obligation to gross up any tax under Section 10.1(d) hereof (such payments. In addition, the Company and the Note Guarantors, jointly and severally, agree to indemnify the Trustee in relation to all Taxes paid by the Trustee, or required to be withheld or deducted from a payment to any Person entitled to payment hereunder, and any reasonable expenses arising therefrom or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated herebyrespect thereto.

Withholding Taxes. (a) All payments made by the Borrower under this Agreement shall be made without deduction or withholding for or on account of any Taxes, unless such deduction or withholding is required by law. If any Lender is not Taxes are so required to be Revolving Credit Agreement (Class AA) (American Airlines 2017-2 Aircraft EETC) withheld or deducted from any amounts payable to the Liquidity Provider under this Agreement, then, subject to Sections 2.07 and 2.09, the Borrower shall (i) deduct or withhold and shall pay to the relevant authorities the full amount so required to be deducted or withheld , (ii) without duplication of any rights created by Section 3.01, if such Taxes are Covered Taxes, pay to the Liquidity Provider such additional amounts as shall be necessary to ensure that the net amount actually received by the Liquidity Provider (after deduction or withholding of all Covered Taxes) shall be equal to the full amount that would have been received by the Liquidity Provider had no withholding or deduction of Covered Taxes been required and (iii) within 30 days after the date of a “united states person” payment to the relevant authorities furnish to the Liquidity Provider the original or a certified copy of (or other reasonable evidence of) the payment of the Taxes applicable to such payment. The Borrower agrees to indemnify the Liquidity Provider, within 10 Business Days of demand therefor the meaning full amount of Section 7701(a)(30Covered Taxes paid or payable by the Liquidity Provider in respect of payments by the Borrower under this Agreement and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. If the Borrower provides a written request (which shall be considered prior written consent under subsection (vi) of the Internal Revenue Codedefinition of Covered Taxes), the Liquidity Provider agrees to use commercially reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such Lender change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise materially disadvantageous to the Liquidity Provider. If the Liquidity Provider receives a refund of, or realizes a net Tax benefit not otherwise available to it as a result of, any Taxes for which additional amounts were paid by the Borrower pursuant to this Section 3.03, the Liquidity Provider shall promptly pay to the Borrower (but for deposit into the Collection Account) the amount of such refund (and any interest thereon), net of any related out-of-pocket expenses, or net benefit. The Borrower, upon the request of the Liquidity Provider, shall repay to the Liquidity Provider the amount paid over pursuant to this paragraph (a) (plus any penalties, interest or other charges imposed by the relevant governmental or taxing authority) in the event that the Liquidity Provider is required to repay such refund to such governmental or taxing authority. Notwithstanding anything to the contrary in this paragraph (a), in no event will the Liquidity Provider be required to pay any event amount to the Borrower pursuant to this paragraph (a) the payment of which would place the Liquidity Provider in a less favorable net after-Tax position than the Liquidity Provider would have been in if the Tax subject to indemnification and giving rise to such refund or net Tax benefit had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph (a) shall not be construed to require the Liquidity Provider to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person. The Liquidity Provider will (i) provide (on its behalf and on behalf of any participant holding a Participation pursuant to Section 7.08) to the Borrower (x) on or prior to the initial payment Effective Date two valid completed and executed originals of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN X-0, X-0XXX-X xx X-0XXX (whichever is applicable), including thereon a valid U.S. taxpayer identification number (or, with respect to any such participant, such other form or any successor form specifying documentation as may be applicable) covering all amounts receivable by it in connection with the applicable tax treaty between transactions contemplated by the United States Operative Agreements and the jurisdiction of (y) thereafter from time to time such Lender’s domicile which provides for the additional forms or documentation as may be necessary to establish an available exemption from withholding of United States Tax on interest payments to hereunder so that such Lender, forms or documentation Revolving Credit Agreement (Class AA) (American Airlines 2017-2 Aircraft EETC) are effective for all periods during which it is the Liquidity Provider and (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory provide timely notice to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, Borrower if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it documentation is accurate, complete and non-misleading at all timesor becomes inaccurate. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender The Liquidity Provider shall pay deliver to the Agent the excess of the aggregate amount required to be withheld from Borrower such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates other forms or other documents as may be reasonably requested by the Borrower or required by applicable law to establish that payments hereunder are exempt from or entitled to a reduced rate of Covered Taxes. If a payment made to the Liquidity Provider or Borrower hereunder would be subject to U.S. federal withholding Tax imposed by FATCA if the Borrower or Liquidity Provider, as applicable, were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the U.S. Internal Revenue Code, as applicable), it shall deliver to the Borrower or the Liquidity Provider, as applicable, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or Liquidity Provider, as applicable, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the U.S. Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or Liquidity Provider, as applicable, as may be necessary to allow Borrowersfor the Borrower or Liquidity Provider, as applicable, to make any payment comply with its obligations under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided FATCA and to determine that the execution Liquidity Provider or Borrower has complied with the Liquidity Provider’s or Borrower’s obligations under FATCA or to determine the amount to deduct and delivery withhold from such payment. Solely for purposes of such formsthis paragraph, certificates or other documents does not adversely affect or otherwise restrict “FATCA” shall include any amendments made to FATCA after the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under date of this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated herebyAgreement.

Withholding Taxes. If The Employee acknowledges that regardless of any Lender action taken by the Company or, if different, the Employee’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee or deemed by the Company or the Employer, in their discretion, to be an appropriate charge to the Employee May 22, 2024 even if legally applicable to the Company or the Employer (“Tax-Related Items”) is not a “united states person” within and remains his or her responsibility and may exceed the meaning amount, if any, actually withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of Section 7701(a)(30) any Tax-Related Items in connection with any aspect of the Internal Revenue CodeDeferred Stock Units, such Lender shall promptly including the grant, vesting or settlement of the Deferred Stock Units, the receipt of any dividends or cash payments in lieu of dividends, or the subsequent sale of shares of Common Stock; and (but b) do not commit to and are under no obligation to structure the terms of the grant of the Deferred Stock Units or any aspect of the Employee’s participation in the Plan to reduce or eliminate his or her liability for Tax-Related Items or achieve any event prior particular tax result. Further, if the Employee becomes subject to any Tax-Related Items in more than one jurisdiction, the initial payment of interest hereunder Employee acknowledges that the Company and/or the Employer (or prior to its accepting any assignment under Section 13.8 hereofformer employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. The Employee acknowledges and agrees that the Company may refuse to issue or deliver shares of Common Stock upon vesting of the Deferred Stock Units if Employee fails to comply with his or her Tax-Related Items obligations or the Company has not received payment in a form acceptable to the Agent two executed copies Company for all applicable Tax-Related Items, as well as amounts due to the Company as “hypothetical taxes”, if applicable, pursuant to the then-current international assignment and tax and/or social insurance equalization policies and procedures of the Mondelēz Group, or arrangements satisfactory to the Company for the payment thereof have been made. In this regard, the Employee authorizes the Company and/or the Employer, in their sole discretion and without any notice or further authorization by the Employee, to satisfy any applicable withholding obligations with regard to all Tax-Related Items legally due by the Employee (or otherwise due by the Employee as set forth in this paragraph 5) and any hypothetical taxes from the Employee’s wages or other cash compensation paid by the Company and/or the Employer or from proceeds of the sale of the shares of Common Stock issued upon vesting of the Deferred Stock Units, in which case, the Company may instruct the broker it has selected for this purpose (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization without further consent) to sell any shares of Common Stock that the Employee acquires upon vesting of the Deferred Stock Units, except to the extent that such a sale would violate any U.S. federal securities law or other applicable law. Alternatively, or in addition, the Company may (i) Internal Revenue Service Form W-8BEN deduct the number of Deferred Stock Units having an aggregate value equal to the amount of Tax-Related Items and any hypothetical taxes due from the total number of Deferred Stock Units awarded, vested, paid or otherwise becoming subject to current taxation; and/or (ii) satisfy the Tax-Related Items and any successor form specifying hypothetical taxes arising from the vesting of the Deferred Stock Units through any other method established by the Company. Notwithstanding the foregoing, if the Employee is subject to the short-swing profit rules of Section 16(b) of the Exchange Act, the Company will withhold in shares of Common Stock issuable at vesting of the Deferred Stock Units upon the relevant withholding event or the Committee may determine that a particular method be used to satisfy any required withholding. Finally, the Employee agrees to pay to the Company or the Employer any amount of Tax-Related Items and any hypothetical taxes that the Company or the Employer may be required to withhold or account for as a result of the Employee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may withhold or account for Tax-Related Items and any hypothetical taxes by considering statutory withholding rates (in accordance with Section 14(d) of the Plan) or other withholding rates, including minimum rates or maximum rates applicable in the Employee’s jurisdiction(s), in which case the Employee may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent shares of Common Stock or, if not refunded, the Employee may be able to seek a refund May 22, 2024 from the applicable tax treaty between authorities. In the United States and event of under-withholding, the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not Employee may be required to deliver pay any additional Tax-Related Items directly to Agent the aforesaid forms applicable tax authority or other evidence with respect to Advances the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, the Employee is deemed to Borrowershave been issued the full number of shares of Common Stock underlying the Grant, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, notwithstanding that a number of shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items and/or hypothetical taxes due as a result of any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws aspect of the United States or a state thereof, and so notifies Employee’s participation in the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated herebyPlan.

Withholding Taxes. If Notwithstanding any Lender other provision of this Agreement, if the Obligor determines that any Indemnified Tax is not a “united states person” within required to be deducted or withheld from any Guaranteed Amount payable by the meaning of Section 7701(a)(30) of the Internal Revenue CodeObligor hereunder, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the amount payable by the Obligor shall be increased by the amount of such Indemnified Tax so that the net amount actually received by the applicable tax treaty between Beneficiary (after reduction for all Indemnified Taxes and all other Taxes payable by such Beneficiary by reason of the United States and the jurisdiction receipt or accrual of such Lender’s domicile which provides for increased amount) equals the exemption from withholding on interest payments to amount that would have been received by such LenderBeneficiary if no such Indemnified Tax had been imposed, (ii) Internal Revenue Service Form W-8ECI the Obligor shall pay any amount deducted or any successor form evidencing that withheld to the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or appropriate taxing authority, (iii) other evidence the Obligor shall notify as soon as practicable the Beneficiary of such deduction or withholding and the amount thereof and (iv) the Obligor shall provide to the Beneficiary such statements or receipts as are reasonably satisfactory to the Agent that Beneficiary evidencing payment of such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be Indemnified Tax. As used in this Section 2.4 the term "Indemnified Tax" means any Tax required to deliver be deducted or withheld from any Guaranteed Amount payable pursuant to Agent the aforesaid forms or other evidence with respect this Agreement to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay Beneficiary to the Agent extent such Tax (a) would not have been imposed on the excess of Beneficiary or withheld from payments to the aggregate Beneficiary if the Obligor had paid the amount required to be withheld from such payments over the aggregate amount actually withheld paid by the AgentObligor under the AWA Operative Document in respect of which the Guaranteed Amount is payable, or (b) is a Tax that the Beneficiary would have been indemnified against by the Obligor pursuant to the applicable AWA Operative Documents if this Agreement were a AWA Operative Document and amounts payable pursuant to this Agreement were subject to the "general tax indemnity" provisions of such AWA Operative Documents. In additionIf the Obligor has paid, or is required to pay, any amount pursuant to this Section 2.4, the provisions, if any, in the AWA Operative Documents regarding the Beneficiary's obligation to contest indemnified Taxes and to pay to the Obligor refunds of indemnified Taxes and savings in respect of Taxes resulting from time the payment of indemnified Taxes shall apply mutatis mutandis to time upon the reasonable request Beneficiary and the sole expense Obligor in respect of BorrowerIndemnified Taxes and amounts payable under this Section 2.4. The provisions of Section 5.3(c) of the Loan Agreement shall apply, each Lender mutatis mutandis, to the Beneficiary and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under Obligor in respect of this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated hereby2.4.

Withholding Taxes. If Newmont, Goldcorp, any Lender is not a “united states person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States their affiliates and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow BorrowersDepositary, as applicable, shall be entitled to make deduct and withhold, or direct any payment other Person to deduct and withhold on their behalf, from any amounts otherwise payable, issuable or otherwise deliverable to any Goldcorp Shareholders (including in their capacity as former Goldcorp Equity Award Holders), Goldcorp Equity Award Holders and any other Person under the Plan of Arrangement such amounts as are required or reasonably believed to be required to be deducted and withheld from such amounts under any provision of any Law in respect of Taxes. To the extent any such amounts are so deducted and withheld, such amounts shall be treated for all purposes under this Agreement or and the other Loan Documents without any Plan of Arrangement as having been paid to the Person in respect of which such deduction and withholding for or on was made. To the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided extent that the execution amount so required to be deducted or withheld from any amounts payable, issuable or otherwise deliverable to a Person under the Plan of Arrangement exceeds the amount of cash otherwise payable to such Person, Newmont, Goldcorp, any of their affiliates and delivery the Depositary are hereby authorized to sell or otherwise dispose, or direct any other Person to sell or otherwise dispose, of such formsportion of the non-cash consideration or non-cash amounts payable, certificates or other documents does not adversely affect issuable or otherwise restrict the rights and benefits (including without limitation economic benefits) available deliverable hereunder to such Lender or Person as is necessary to provide sufficient funds to Newmont, Goldcorp, any of their affiliates and the AgentDepositary, as the case may be, under this Agreement to enable it to comply with such deduction or withholding requirement and Newmont, Goldcorp, any of their affiliates and the Depositary, as applicable, shall notify the relevant Person of such sale or other Loan Documentsdisposition and remit to such Person any unapplied balance of the net proceeds of such sale or other disposition (after deduction for (x) the amounts required to satisfy the required withholding under the Plan of Arrangement in respect of such Person, or under or in connection with any transactions not related (y) reasonable commissions payable to the transactions contemplated herebybroker and (z) other reasonable costs and expenses).

Withholding Taxes. If Regardless of any Lender is not a action the Company or Employee’s employer (the “united states person” within the meaning of Section 7701(a)(30Employer”) of the Internal Revenue Code, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding takes with respect to such income; providedany or all income tax, howeversocial insurance, that such Lender shall not be payroll tax, or any other required deductions or payments related to deliver the Employee’s participation in the Plan and legally applicable to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder Employee (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers“Tax-Related Items”), to an Affiliate which is incorporated under the laws of Employee acknowledges and agrees that the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and nonultimate liability for all Tax-misleading at all times. Promptly upon notice from the Agent of any determination Related Items legally due by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to Employee is and remains the Agent Employee’s responsibility and may exceed the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the AgentCompany or the Employer. In additionEmployee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, from time such as but not limited to time upon personal income tax returns or any reporting statements in relation to the reasonable request grant, holding, vesting of the Performance Shares, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the sole expense receipt of Borrowerdividends, each Lender and if any. Employee further acknowledges that the Agent shall Company and/or the Employer (to a) makes no representations or undertakings regarding the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account treatment of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or Tax-Related Items in connection with any transactions aspect of the Performance Shares, including the grant, holding, or vesting of the Performance Shares, the holding or subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does not related commit to and is under no obligation to structure the terms of the Performance Shares or any aspect of the Performance Shares to reduce or eliminate the Employee’s liability for Tax-Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Performance Share valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under applicable laws. Further, if Employee has become subject to tax in more than one jurisdiction, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made to the transactions contemplated hereby.Employee (or his or her estate) in relation to the Performance Shares unless and until satisfactory arrangements (as determined by the Committee) have been made by the Employee with respect to the payment of any Tax-Related Items and any other obligations of the Company and/or the Employer with respect to the Performance Shares. In this regard, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

Withholding Taxes. If any Lender is not a “united states person” within the meaning of Section 7701(a)(30(a) of the Internal Revenue Code, such Lender shall promptly (but in any event prior Any and all payments required to the initial payment of interest be made hereunder or prior to its accepting under the Notes by any assignment under Section 13.8 hereofObligor shall be made in United States Dollars, as applicablefree and clear of and without deduction for any and all present and future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto (excluding (A) deliver to taxes imposed on, or measured by reference to, the Agent two executed copies net income of, and franchise taxes imposed on, the holder of any Note by any of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lenderor any political subdivision thereof, (ii) Internal Revenue Service Form W-8ECI the state jurisdiction under the laws of which such holder is organized or any successor form evidencing that the income to be received by such Lender hereunder in which it is effectively connected with the conduct of a trade or otherwise doing business in the United States or (iii) other evidence satisfactory any political subdivision thereof and (B) taxes imposed by deduction or withholding by the United States if a holder does not comply with Section 8.7(f) hereof) (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). Subject to Section 8.7(d), if any Obligor shall be required by law to deduct any Taxes from or in respect of any sum required to be paid hereunder or under the Notes to or for the benefit of the holder of any Note, (A) such sum shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums required to be paid under this Section 8.7) the amount received by such holder shall be equal to the Agent that sum which have been so received had no such Lender is exempt from United States income tax withholding deductions been made, (B) the Obligors shall make such deductions and (C) the Obligors shall pay the full amount of such deductions to the relevant taxation authority or other authority in accordance with respect applicable law. Notwithstanding anything to such income; providedthe contrary in this Section 8.7(a), however, that such Lender if a holder of a Note shall not be a U.S. Person, the Obligors shall only be required to deliver to Agent indemnify such holder for the aforesaid forms or other evidence with respect to Advances to Borrowers, amount of Taxes it would pay if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or holder were a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated herebyU.S. Person.

Withholding Taxes. If The Company shall have the right to withhold from wages or other amounts otherwise payable to the Participant (or a Permitted Assignee thereof), or otherwise require the Participant or Permitted Assignee to pay, any Lender is not federal, state, local or foreign income taxes, withholding taxes, or employment taxes required to be withheld by law or regulations (“Withholding Taxes”) arising as a “united states person” within result of the meaning grant or vesting of Shares of Restricted Stock, the transfer of any Shares of Restricted Stock, the making of an election under [Section 7701(a)(3083(b)] (or any similar provision) of the Internal Revenue Code of 1986 (the “Code”), such Lender shall promptly (but in or any other taxable event prior occurring pursuant to the initial Plan (including, without limitation, the payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies dividends on unvested Shares of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by BorrowersRestricted Stock), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without Certificate. If, notwithstanding the foregoing, the Participant (or Permitted Assignee) shall fail to actually or constructively make such tax payments as are required, the Company (or its Affiliates) shall, to the extent permitted by law, have the right to deduct any withholding for or on the account such Withholding Taxes from any payment of any tax under kind otherwise due to such Participant or Permitted Assignee or to take such other action as may be necessary to satisfy such Withholding Taxes. In satisfaction of the requirement to pay Withholding Taxes (but only if the [Section 10.1(d83(b)] Election defined below has not been made with respect to the Restricted Stock granted hereunder), the Company, in its sole discretion, may elect to satisfy the obligation for Withholding Taxes by retaining a sufficient number of Shares of Restricted Stock that it would otherwise deliver on a particular vesting date equal to the amount of any Withholding Taxes due on such vesting date. Notwithstanding the foregoing discretion, the Company shall satisfy the obligation for Withholding Taxes by retaining a sufficient number of Shares of Restricted Stock that it would otherwise deliver on a particular vesting date equal to the amount of any Withholding Taxes due on such vesting date, unless the Participant has either (a) hereof made the [Section 83(b)] Election defined below or (b) provided the Company with written notice at least 30 days (or with such withholding at lesser period as may be permitted by the Company in its sole discretion) in advance of such vesting date that the Participant will pay the Withholding Taxes in cash. For purposes of the preceding two sentences, where the Company is to retain Shares to satisfy the obligation for Withholding Taxes, the net amount of Shares to be delivered to the Participant on a reduced ratevesting date shall equal the total number of Shares otherwise deliverable to the Participant on such vesting date (pursuant to Section 1 hereof and the Certificate), provided that less such number of Shares having an aggregate Fair Market Value equal to the execution and delivery amount of such forms, certificates or other documents does not adversely affect or otherwise restrict Withholding Taxes (as determined in the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated herebyCommittee’s sole discretion).

Withholding Taxes. If any Lender is not a “united states person” within The Company shall have the meaning of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but in any event prior right to withhold from wages or other amounts otherwise payable to the initial payment of interest hereunder Participant (or prior a Permitted Assignee thereof), or otherwise require the Participant or Permitted Assignee to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amountpay, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers)federal, to an Affiliate which is incorporated under the laws of the United States state, local or a state thereofforeign income taxes, and so notifies the Agent. Such Lender shall amend withholding taxes, or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount employment taxes required to be withheld from such payments over by law or regulations (“Withholding Taxes”) arising as a result of the aggregate amount actually withheld by grant or vesting of Performance Shares, the Agent. In addition, from time to time upon the reasonable request and the sole expense transfer of Borrower, each Lender and the Agent shall (any Performance Shares or any other taxable event occurring pursuant to the extent it is able to do so based upon applicable facts and circumstances)Plan, complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without Certificate. If, notwithstanding the foregoing, the Participant (or Permitted Assignee) shall fail to actually or constructively make such tax payments as are required, the Company (or its Affiliates) shall, to the extent permitted by law, have the right to deduct any withholding for or on the account such Withholding Taxes from any payment of any tax under kind otherwise due to such Participant or Permitted Assignee or to take such other action as may be necessary to satisfy such Withholding Taxes. In satisfaction of the requirement to pay Withholding Taxes, the Company, in its sole discretion, may elect to satisfy the obligation for Withholding Taxes by retaining a sufficient number of Shares that it would otherwise deliver on a particular vesting date equal to the amount of any Withholding Taxes due on such vesting date. For purposes of the preceding sentence, where the Company is to retain Shares to satisfy the obligation for Withholding Taxes, the net amount of Shares to be delivered to the Participant on a vesting date shall equal the total number of Shares otherwise deliverable to the Participant on such vesting date (pursuant to Section 10.1(d2(c) hereof (or with such withholding at a reduced rateand the Certificate), provided that less such number of Shares having an aggregate Fair Market Value equal to the execution and delivery amount of such forms, certificates or other documents does not adversely affect or otherwise restrict Withholding Taxes (as determined in the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated herebyCommittee’s sole discretion).

Withholding Taxes. If SRx, Parent, AcquireCo, CallCo, the Depositary and their respective agents in connection with the Arrangement shall be entitled to deduct and withhold from any Lender is not a “united states person” within the meaning of Section 7701(a)(30) of the Internal Revenue Codedividend or consideration payable to any Person (including, for greater certainty, any SRx Shareholder, any SRx RSU Holder, any SRx Warrantholder and any Dissenting Shareholder), such Lender shall promptly (but in any event prior amounts as SRx, Parent, AcquireCo, CallCo, the Depositary, or their respective agents are required to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States deduct and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding withhold with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated payment under the laws Tax Act, United States Tax Laws or any other applicable Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the United States or a state thereof, securities in respect of which such deduction and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when was made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that such withheld amounts are actually remitted to the execution appropriate Governmental Entity. SRx, Parent, AcquireCo, CallCo, the Depositary and delivery their respective agents are hereby authorized to sell or otherwise dispose of such formsportion of the non-cash consideration as is necessary to provide sufficient funds to SRx, certificates Parent, AcquireCo, CallCo, the Depositary or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agenttheir respective agents, as the case may be, under this Agreement to enable it to comply with such deduction or withholding requirement and SRx, Parent, AcquireCo, CallCo the Depositary, or their respective agents, as applicable, shall notify the holder thereof and remit any unapplied balance of the net proceeds of such sale. Any such sale will be made in accordance with applicable Law and at prevailing market prices and none of SRx, Parent, AcquireCo, CallCo, the Depositary, or any of the other Loan Documentstheir respective agents shall be under any obligation to obtain a particular price, or under or indemnify any Person (including, for greater certainty, any SRx Shareholder, any SRx RSU Holder, any SRx Warrantholder and any Dissenting Shareholder) in connection with any transactions not related to respect of a particular price, for the transactions contemplated herebyportion of the non-cash consideration so sold.

Withholding Taxes. If any Lender is not a “united states person” within The Company shall have the meaning of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but in any event prior right to withhold from wages or other amounts otherwise payable to the initial payment of interest hereunder Participant (or prior a Permitted Assignee), or otherwise require the Participant (or Permitted Assignee) to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amountpay, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers)Federal, to an Affiliate which is incorporated under the laws of the United States state, local or a state thereofforeign income taxes, and so notifies the Agent. Such Lender shall amend withholding taxes or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount employment taxes required to be withheld from such payments over by law or regulations (“Withholding Taxes”) arising as a result of the aggregate amount actually withheld by the Agent. In additiongrant of any Award, from time to time upon the reasonable request and the sole expense exercise of Borroweran Phantom Share, each Lender and the Agent shall (or any other taxable event occurring pursuant to the extent it is able to do so based upon applicable facts and circumstances)Plan, complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the Certificate. In satisfaction of the requirement to pay Withholding Taxes, unless the Participant (or Permitted Assignee) elects in writing otherwise, the Company may withhold a portion of any Shares then issuable to the Participant (or Permitted Assignee) pursuant to these Phantom Shares. If, notwithstanding the foregoing, the Participant (or Permitted Assignee) shall fail to actually or constructively make such tax payments as are required, the Company (or its Affiliates) shall, to the extent permitted by law, have the right to deduct any such Withholding Taxes from any payment of any kind otherwise due to such Participant (or Permitted Assignee) or to take such other Loan Documents without any withholding action as may be necessary to satisfy such Withholding Taxes. In satisfaction of the requirement to pay Withholding Taxes, the Participant (or Permitted Assignee) may make a written election, which may be accepted or rejected in the discretion of the Committee, to tender other Shares to the Company having an aggregate Fair Market Value equal to the amount of such Withholding Taxes, either by actual delivery or attestation, in the sole discretion of the Committee, provided that, except as otherwise determined by the Committee, the Shares that are tendered must have been held by the Participant (or Permitted Assignee) for at least six (6) months prior to their tender (or such lesser period as may be required to avoid adverse accounting consequences) to satisfy the Phantom Share Price or have been purchased on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated herebyopen market.

Withholding Taxes. If any Each Lender that is not a “united states person” within United States Person shall submit to the meaning of Section 7701(a)(30) of Borrower and the Internal Revenue CodeAdministrative Agent, such Lender shall promptly (but in any event on or before the fifth day prior to the initial payment first Monthly Payment Date occurring after the Closing Date (or, in the case of interest hereunder or prior to its accepting any assignment under Section 13.8 hereofa Person that is not a United States Person and that became a Lender by assignment, as applicable) deliver to the Agent promptly upon such assignment), two executed duly completed and signed copies of either (iA) Form 1001 of the United States Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such LenderW-9, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; providedW-8BEN, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such applicable form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination prescribed by the Internal Revenue Service of the United States, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any payments previously made United States federal income taxes, or are subject to such Lender hereunder were subject to United States income tax withholding when madeat a reduced rate under an applicable tax treaty, such Lender shall pay to the Agent the excess or Form W-8BEN or other applicable form or a certificate of the aggregate amount required Lender indicating that no such exemption or reduced rate is allowable with respect to be withheld from such payments over payments. Each Lender which so delivers a Form W-8BEN, W-9, or W-8ECI further undertakes to deliver to each of the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender Borrower and the Agent shall two additional copies of such form (to or a successor form) on or before the extent it is able to do date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form so based upon applicable facts delivered by it, and circumstances), complete and provide Borrowers with such forms, certificates amendments thereto or other documents extensions or renewals thereof as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or requested by the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender Borrower or the Agent, as the case may be, either certifying that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes or are subject to such tax at a reduced rate under an applicable tax treaty or stating that no such exemption or reduced rate is allowable. The Agent shall be entitled to withhold United States federal income taxes at the full withholding rate unless the Lender establishes an exemption or at the applicable reduced rate as established pursuant to the above provisions. Upon the request of the other Loan DocumentsBorrower or the Administrative Agent, or under or in connection with any transactions not related each Lender that is a United States Person shall submit to the transactions contemplated herebyBorrower and the Administrative Agent a certificate to the effect that it is a United States Person.

Withholding Taxes. The Issuer and the Guarantors represent and warrant, pursuant to the qualifications set forth in Section 2.15 of the Amended and Restated Commercial Paper Dealer Agreement Program, dated July 1, 2009, that there is no withholding or other tax, assessment or governmental charge imposed by Bermuda and Ireland or any political subdivision thereof or taxing authority therein on account of the Notes, this Agreement, or any payments thereon or hereunder. The Issuer and the Guarantors agree that in the event that any tax, assessment or charge shall hereafter become applicable, they shall promptly notify JPMorgan in writing and further agree that all amounts payable by them in respect of any Note or this Agreement shall be paid without set-off or counterclaim and free and clear of, and without deduction or withholding for or on account of, any present or future tax, assessment or other governmental charge or any interest or penalty thereon (collectively, “Tax”) imposed, levied, collected, assessed or required to be deducted, withheld or paid by or for the account of Bermuda and Ireland or any taxing authority or political subdivision thereof or therein. If any Lender such Tax is not a “united states person” within required by law to be withheld or deducted from any such payment, the meaning Issuer and the Guarantors shall pay the full amount of Section 7701(a)(30) of such Tax and pay such additional amounts as may be necessary to ensure that the Internal Revenue Code, net amount actually received by the person entitled to such Lender shall promptly (but in any event prior payment is equal to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereofamount such person would have received had no such Tax been withheld from such payment, as applicable) deliver to provided that the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States Issuer and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender Guarantors shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement pay any such form or evidence as required to insure additional amount on account of (i) any Tax that it is accurate, complete and non-misleading at all times. Promptly upon notice from would not have been so imposed but for the Agent existence of any determination by present or former personal or business connection between the Internal Revenue Service that any payments previously made person entitled to such Lender hereunder were subject to United States income tax withholding when made, payment and Bermuda and Ireland other than the mere receipt of such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for ownership or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery holding of such forms, certificates or other documents does Note; and (ii) including but not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available limited to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documentsitems set forth in Sections 8(a)-(g) of the Amended and Restated Commercial Paper Dealer Agreement Program, or under or in connection with any transactions not related to the transactions contemplated herebydated July 1, 2009.

Withholding Taxes. Each Lessee agrees that all payments made by it pursuant to this Agreement, each Lease to which it is a party and any other Operative Document to which it is a party shall be made free and clear of, and without deduction or withholding for or on account of, any present or future Taxes of any nature whatsoever now or hereafter imposed, levied, collected, withheld or assessed by any Government Body or taxing authority (all such Taxes being herein referred to as "WITHHOLDING TAXES"), If any Lender is not a “united states person” within the meaning of Section 7701(a)(30) of the Internal Revenue CodeWithholding Taxes are so required to be withheld or deducted from any payment made by any Lessee under any Operative Document, such Lender Lessee shall promptly (but in any event prior A) pay to the initial appropriate Government Body the amount of such Withholding Taxes and make such reports and filings in connection therewith in the time and manner required by Applicable Laws, (B) at the time that the payment of interest hereunder upon which the deduction or prior withholding applies is required to its accepting any assignment under Section 13.8 hereofbe made, as applicable) deliver pay to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or relevant Indemnified Person any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile additional amount which provides is necessary in order for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be net amounts received by such Lender hereunder is effectively connected with Indemnified Person, after deduction or withholding of such Withholding Taxes, to equal the conduct of a trade amounts payable to such Indemnified Person had no such deduction or business in the United States or withholding been required and (iiiC) other evidence satisfactory promptly forward to the Agent that relevant Indemnified Person an official receipt or other documentation evidencing payment of such Lender is exempt from United States income tax withholding with respect Withholding Taxes to such income; provided, however, that such Lender shall not be required Government Body. Each Indemnified Person agrees to deliver to Agent each applicable Lessee, at such Lessee's sole cost and expense, such official certificates or documents as may be reasonably requested by such Lessee in writing from time to time completed and duly executed by such Indemnified Person to establish that payments by such Lessee to such Indemnified Person hereunder or under any Lease or any other Operative Document to which it is a party are, without any prejudice to such Indemnified Person, exempt from or are subject to a reduced rate of Withholding Tax imposed by any Government Body or taxing authority, so long as, in the aforesaid forms Indemnified Person's reasonable determination, it is entitled to claim such reduction or other evidence exemption. If requested by such Indemnified Person in connection with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amountany request for certificates or documents hereunder, any outstanding Advances hereunder applicable Lessee shall provide such Indemnified Person with blank forms and participations in Letters of Credit issued hereunder and any Notes issued instructions for completion thereof. If, pursuant to it by Borrowersthis Section 10(j), to an Affiliate which is incorporated under the laws of the United States any Lessee or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement Lessor has paid any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent additional amounts in respect of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount Tax required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, any payment in respect of any Tax excluded from time indemnification pursuant to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (Section 10(d) hereof with respect to the extent it is able to do so based upon applicable facts Indemnified Person, and circumstances), complete and provide Borrowers with such forms, certificates Lessee or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the AgentLessor, as the case may be, under this Agreement has paid over such withheld amount to the proper Government Body or any taxing authority for the account of such Indemnified Person, such Lessee or Lessor, as the case may be, shall notify such Indemnified Person of the amount of such withholding and provide to such Indemnified Person an official receipt or other Loan Documents, or under or in connection with any transactions not related document satisfactory to such Indemnified Person evidencing payment of the transactions contemplated hereby.withheld amount

Withholding Taxes. If To the extent that the Company or any Lender Subsidiary is not required to withhold any federal, state, local or foreign taxes in connection with any payment made to or benefit realized by the Grantee or other person under this Agreement, and the amounts available to the Company or any Subsidiary for such withholding are insufficient, it shall be a “united states person” within condition to the meaning receipt of Section 7701(a)(30) such payment or the realization of such benefit that the Grantee or such other person make arrangements satisfactory to the Company or any Subsidiary for payment of the Internal Revenue Code, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction balance of such Lendertaxes required to be withheld, which arrangements (in the discretion of the Board) may include relinquishment of a portion of such benefit. If the Grantee’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income benefit is to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States form of Common Stock, and the Grantee fails to make arrangements for the payment of tax, the Company or (iii) other evidence satisfactory any Subsidiary shall withhold shares of Common Stock having a value equal to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be amount required to deliver to Agent be withheld. Notwithstanding the aforesaid forms or other evidence with respect to Advances to Borrowersforegoing, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which when the Grantee is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from pay the Agent of Company or any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate Subsidiary an amount required to be withheld under applicable income and employment tax laws, the Grantee may elect to satisfy the obligation, in whole or in part, by electing to have withheld, from such payments over the aggregate shares of Common Stock required to be delivered to the Grantee, shares of Common Stock having a value equal to the amount actually withheld required to be withheld, or by delivering to the Company or any Subsidiary other shares of Common Stock held by the AgentGrantee. The shares used for tax withholding will be valued at an amount equal to the Market Value per Share of such Common Stock on the date the benefit is to be included in the Grantee’s income. In addition, from time to time upon no event shall the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any Market Value per Share of the other Loan Documents, or under or shares of Common Stock to be withheld and/or delivered pursuant to this Section to satisfy applicable withholding taxes in connection with the benefit exceed the minimum amount of taxes required to be withheld or such other amount that will not result in a negative accounting impact. The Grantee shall also make such arrangements as the Company or any transactions not related Subsidiary may require for the payment of any withholding tax obligation that may arise in connection with the disposition of any shares of Common Stock earned pursuant to the transactions contemplated herebythis Agreement.

Withholding Taxes. If In the event Lead Lender shall be required by law to deduct and withhold Taxes from interest, fees or other amounts payable to any Lender is not with respect to the Loan as a “united states person” within the meaning result of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereofconstituting a Non-Exempt Person, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lead Lender, (ii) Internal Revenue Service Form W-8ECI shall be entitled to so deduct or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding withhold with respect to such income; providedNon-Exempt Person’s interest in such payment (all withheld amounts being deemed paid to such Non-Exempt Person), however, that such provided the Lead Lender shall not furnish such Non-Exempt Person with a statement setting forth the amount of Taxes withheld, the applicable rate and other information which may reasonably be required requested for the purposes of assisting such Non-Exempt Person to deliver seek any allowable credits or deductions for the Taxes so withheld in each jurisdiction in which such Non-Exempt Person is subject to Agent Taxes. Such Non-Exempt Person agrees to indemnify the aforesaid forms Lead Lender against and to hold the Lead Lender harmless from any Taxes, interests, penalties and reasonable counsel fees arising from any failure of the Lead Lender to withhold Taxes from payments made to such Non- Exempt Person in reliance upon any representation, certificate, statement, document or other evidence instrument made or provided by such Non-Exempt Person to Lead Lender in connection with the obligation of the Lead Lender to withhold Taxes from payments made to the Non-Exempt Person, it being expressly understood and agreed that (i) the Lead Lender shall be absolutely and unconditionally entitled to accept any such representation, certificate, statement, document or instrument as being true and correct in all respects N-235297 and to fully rely thereon without any obligation or responsibility to investigate or to make any inquiries with respect to Advances the accuracy, veracity, conclusory correctness, or validity of the same, and (ii) such Non-Exempt Person, upon request of Lead Lender shall, at its sole cost and expense, defend any claim relating to Borrowers, if the foregoing indemnification by counsel selected by such Non-Exempt Person and reasonably satisfactory to Lead Lender. Each Lender has assigned its entire interest hereunder represents that (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder i) it is not a Non-Exempt Person and participations in Letters of Credit issued hereunder and any Notes issued (ii) it is not obligated under applicable law to withhold Taxes on sums paid to it by Borrowers), with respect to an Affiliate which is incorporated under the laws Loan or otherwise pursuant to this Agreement. Contemporaneously with the execution of the United States or a state thereofthis Agreement, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon as necessary during the reasonable request and the sole expense term of Borrowerthis Agreement, each Lender and the Agent shall (deliver to the extent Lead Lender evidence reasonably satisfactory to the Lead Lender substantiating that it is able not a Non-Exempt Person and that the Lead Lender is not obligated under applicable law to do so based upon applicable facts withhold Taxes on sums paid to it with respect to the Loan or otherwise. Except as hereinafter expressly provided to the contrary, no Lender shall, without obtaining the prior consent of the each other Lender, which consent may be withheld in the sole and circumstancesabsolute discretion of such other Lender, sell or assign its interest in the Loan, or any participation interest therein, to any Non-Exempt Person. If any Lender (such Lender, an “Indemnifying Lender”) desires to sell or assign its interest in the Loan, or a participation interest therein, to a Non- Exempt Person, and if any other Lender does not consent to such sale (such non-consenting Lender, an “Indemnified Lender”), complete and provide Borrowers the Indemnifying Lender shall, notwithstanding the lack of such consent, be free to proceed with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), sale and assignment provided that the execution Indemnifying Lender, by instrument in form and delivery substance reasonably satisfactory to each Indemnified Lender, agrees to indemnify and to hold each Indemnified Lender harmless from and against any loss or liability such Indemnified Lender shall suffer in respect of its interest in the Loan as a direct result of such formssale and assignment to a Non-Exempt Person, certificates and which, but for such sale and assignment, would not otherwise have been incurred by such Indemnified Lender, it being the intent that the economic or other documents does rights of such Indemnified Lender related to its interest in the Loan shall not be adversely affect affected by any obligation of Borrower or otherwise restrict of the rights and benefits (including without limitation economic benefits) available Lead Lender to such withhold Taxes, or by any failure of Borrower or of the Lead Lender or the Agentto comply with any requirement to withhold Taxes, as the case may be, under this Agreement or a result of any of the other Loan Documents, or under or in connection with any transactions not such sale and assignment to a Non-Exempt Person. All costs and expenses incurred by such Indemnified Lender related to any such sale and assignment shall be reimbursed by the transactions contemplated herebyIndemnifying Lender.

Withholding Taxes. (a) All payments made by the Borrower under this Agreement shall be made without deduction or withholding for or on account of any Taxes, unless such deduction or withholding is required by law. If any Lender is not Taxes are so required to be Revolving Credit Agreement (Class AA) (American Airlines 2017-1 Aircraft EETC) withheld or deducted from any amounts payable to the Liquidity Provider under this Agreement, then, subject to Sections 2.07 and 2.09, the Borrower shall (i) deduct or withhold and shall pay to the relevant authorities the full amount so required to be deducted or withheld , (ii) without duplication of any rights created by Section 3.01, if such Taxes are Covered Taxes, pay to the Liquidity Provider such additional amounts as shall be necessary to ensure that the net amount actually received by the Liquidity Provider (after deduction or withholding of all Covered Taxes) shall be equal to the full amount that would have been received by the Liquidity Provider had no withholding or deduction of Covered Taxes been required and (iii) within 30 days after the date of a “united states person” payment to the relevant authorities furnish to the Liquidity Provider the original or a certified copy of (or other reasonable evidence of) the payment of the Taxes applicable to such payment. The Borrower agrees to indemnify the Liquidity Provider, within 10 Business Days of demand therefor the meaning full amount of Section 7701(a)(30Covered Taxes paid or payable by the Liquidity Provider in respect of payments by the Borrower under this Agreement and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. If the Borrower provides a written request (which shall be considered prior written consent under subsection (vi) of the Internal Revenue Codedefinition of Covered Taxes), the Liquidity Provider agrees to use commercially reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such Lender change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise materially disadvantageous to the Liquidity Provider. If the Liquidity Provider receives a refund of, or realizes a net Tax benefit not otherwise available to it as a result of, any Taxes for which additional amounts were paid by the Borrower pursuant to this Section 3.03, the Liquidity Provider shall promptly pay to the Borrower (but for deposit into the Collection Account) the amount of such refund (and any interest thereon), net of any related out-of-pocket expenses, or net benefit. The Borrower, upon the request of the Liquidity Provider, shall repay to the Liquidity Provider the amount paid over pursuant to this paragraph (a) (plus any penalties, interest or other charges imposed by the relevant governmental or taxing authority) in the event that the Liquidity Provider is required to repay such refund to such governmental or taxing authority. Notwithstanding anything to the contrary in this paragraph (a), in no event will the Liquidity Provider be required to pay any event amount to the Borrower pursuant to this paragraph (a) the payment of which would place the Liquidity Provider in a less favorable net after-Tax position than the Liquidity Provider would have been in if the Tax subject to indemnification and giving rise to such refund or net Tax benefit had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph (a) shall not be construed to require the Liquidity Provider to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person. The Liquidity Provider will (i) provide (on its behalf and on behalf of any participant holding a Participation pursuant to Section 7.08) to the Borrower (x) on or prior to the initial payment Effective Date two valid completed and executed originals of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN X-0, X-0XXX-X xx X-0XXX (whichever is applicable), including thereon a valid U.S. taxpayer identification number (or, with respect to any such participant, such other form or any successor form specifying documentation as may be applicable) covering all amounts receivable by it in connection with the applicable tax treaty between transactions contemplated by the United States Operative Agreements and the jurisdiction of (y) thereafter from time to time such Lender’s domicile which provides for the additional forms or documentation as may be necessary to establish an available exemption from withholding of United States Tax on interest payments to hereunder so that such Lender, forms or documentation Revolving Credit Agreement (Class AA) (American Airlines 2017-1 Aircraft EETC) are effective for all periods during which it is the Liquidity Provider and (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory provide timely notice to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, Borrower if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it documentation is accurate, complete and non-misleading at all timesor becomes inaccurate. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender The Liquidity Provider shall pay deliver to the Agent the excess of the aggregate amount required to be withheld from Borrower such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates other forms or other documents as may be reasonably requested by the Borrower or required by applicable law to establish that payments hereunder are exempt from or entitled to a reduced rate of Covered Taxes. If a payment made to the Liquidity Provider or Borrower hereunder would be subject to U.S. federal withholding Tax imposed by FATCA if the Borrower or Liquidity Provider, as applicable, were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the U.S. Internal Revenue Code, as applicable), it shall deliver to the Borrower or the Liquidity Provider, as applicable, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or Liquidity Provider, as applicable, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the U.S. Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or Liquidity Provider, as applicable, as may be necessary to allow Borrowersfor the Borrower or Liquidity Provider, as applicable, to make any payment comply with its obligations under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided FATCA and to determine that the execution Liquidity Provider or Borrower has complied with the Liquidity Provider’s or Borrower’s obligations under FATCA or to determine the amount to deduct and delivery withhold from such payment. Solely for purposes of such formsthis paragraph, certificates or other documents does not adversely affect or otherwise restrict “FATCA” shall include any amendments made to FATCA after the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under date of this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated herebyAgreement.

Withholding Taxes. If any Lender is not a “united states person” within the meaning of Section 7701(a)(30) Each of the Internal Revenue CodeCompany, Parent, IrishCo, CanCo 1, Amalco and the Arrangement Exchange Agent (without duplication) shall be entitled to deduct and withhold from any consideration otherwise payable to any holder of Company Common Shares, Qualifying Holdco shares or Options or any CSPP Participant, such Lender shall promptly (but in any event prior amounts as the Company, Parent, IrishCo, CanCo 1, Amalco or the Arrangement Exchange Agent are required to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States deduct and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding withhold with respect to such income; providedpayment under applicable Tax Law. To the extent that amounts are so withheld, however, that such Lender withheld amounts shall not be required treated for all purposes hereunder as having been paid to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws holder of the United States Company Common Shares, Qualifying Holdco shares or a state thereof, Options or such CSPP Participant in respect of which such deduction and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when was made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that such withheld amounts are actually remitted to the execution appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder or a CSPP Participant exceeds the cash component of the consideration otherwise payable to the holder or such CSPP Participant, the Company, Parent, IrishCo, CanCo 1, Amalco and delivery the Arrangement Exchange Agent are hereby authorized to sell or otherwise dispose of such formsportion of the consideration otherwise payable to the holder or such CSPP Participant as is necessary to provide sufficient funds to the Company, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender Parent, IrishCo, CanCo 1, Amalco or the Arrangement Exchange Agent, as the case may be, under this Agreement to enable it to comply with such deduction or any withholding requirement and the Company, Parent, IrishCo, CanCo 1, Amalco or the Arrangement Exchange Agent shall notify the holder thereof or such CSPP Participant and remit the applicable portion of the other Loan Documents, or under or in connection with any transactions not related net proceeds of such sale to the transactions contemplated herebyappropriate taxing authority, and shall remit to such holder or such CSPP Participant any unapplied balance of the proceeds of such sale.

Withholding Taxes. (a) If the Company is obligated to pay any Lender amount to a governmental agency or body because of a Member’s tax status (including non-U.S. taxes, U.S. federal withholding taxes with respect to non‑U.S. members, U.S. state withholding taxes and U.S. state unincorporated business taxes), and such amount is not satisfied out of distributions otherwise payable to such Member, then such Member (the “Reimbursing Member”) shall reimburse the Company in full for the entire amount paid (including any interest, penalties and expenses associated with such payment). The amount to be reimbursed shall be treated as a “united states person” within non-interest bearing loan payable by such Member to the meaning of Section 7701(a)(30) of the Internal Revenue Code, such Lender Company. Such payment shall occur promptly (but within ten (10) Business Days) upon notification of an obligation to reimburse the Company in any event prior this regard. (b) Except as reimbursed by a Member pursuant to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof8.7(a), as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying amount of taxes paid by the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such LenderCompany, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that taxes withheld by the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or Company and (iii) other evidence satisfactory any withholding or similar taxes imposed on amounts payable to the Agent Company shall in each case be treated for purposes of this Agreement as an amount actually distributed to the Members pursuant to Article 4 at the time paid or withheld (and the amount of any such tax shall be deemed to have been distributed to such Members). An amount shall be considered paid or withheld by the Company if, and at the time, remitted to a governmental agency without regard to whether the remittance occurs at the same time as the distribution or allocation to which it relates; provided, that such Lender is exempt an amount actually withheld from United States income tax withholding a specific distribution or designated by the Managing Member as withheld with respect to a specific allocation shall be treated as if it were distributed at the time such income; provideddistribution or allocation occurs. (c) A Reimbursing Member’s obligation to make reimbursements to the Company under this Section 8.7 shall survive the dissolution, howeverliquidation, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder winding up and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws termination of the United States or a state thereofCompany, and so notifies for purposes of this Section 8.7, the AgentCompany shall be treated as continuing in existence. Such Lender shall amend The Company or supplement any the Managing Member may pursue and enforce all rights and remedies it may have against each Member under this Section 8.7, including instituting a lawsuit to collect such form or evidence as required to insure that it is accurate, complete and non-misleading contribution with interest calculated at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay an annual compounded rate equal to the Agent the Base Rate plus six percentage (6%) points per annum (but not in excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld highest rate per annum permitted by the Agentapplicable law). In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated hereby.ARTICLE 9

Withholding Taxes. If The Grantee acknowledges that, regardless of any Lender action taken by the Corporation or the Employing Company, the ultimate liability for any or all income tax, social security, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”) is not a “united states person” within and remains his or her responsibility and may exceed the meaning amount withheld by the Corporation or the Employing Company. Furthermore, the Grantee acknowledges that the Corporation and/or the Employing Company (a) make no representations or undertakings regarding the treatment of Section 7701(a)(30) any Tax-Related Items in connection with any aspect of the Internal Revenue CodeRSUs, such Lender shall promptly including the grant, vesting, or settlement of the RSUs or the subsequent sale of Shares; and (but b) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan to reduce or eliminate his or her liability for Tax-Related Items or to achieve any event prior particular tax result. Further, if the Grantee has become subject to Tax-Related Items in more than one jurisdiction between the initial payment Date of interest hereunder Grant and the date of any relevant taxable event, the Grantee acknowledges that the Corporation and/or the Employing Company (or prior to its accepting any assignment under Section 13.8 hereofformer Employing Company, as applicable) deliver may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN relevant taxable event, the Grantee shall pay or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence make adequate arrangements satisfactory to the Agent that such Lender is exempt Corporation and/or the Employing Company to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Corporation and/or the Employing Company, or their respective agents, at their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: (1) withholding from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms Grantee’s wages or other evidence with respect cash compensation paid to Advances to Borrowers, if such Lender has assigned its entire interest hereunder Grantee by the Corporation and/or the Employing Company; (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws 2) withholding from proceeds of the United States sale of Shares issued upon vesting of the RSUs either through a voluntary sale or through a state thereofmandatory sale arranged by the Corporation (on Grantee’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued upon vesting of the RSUs. If the Corporation gives the Grantee the power to choose the withholding method, and so notifies the AgentGrantee does not make a choice, then the Corporation will withhold in Shares as stated in alternative (3) herein. Such Lender shall amend To avoid negative accounting treatment, the Corporation may withhold or supplement any account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Corporation withholds at a rate other than the minimum statutory rate, such form or evidence as required to insure that it is accuratethe maximum withholding rate, complete and non-misleading at all times. Promptly upon notice from then the Agent refund of any determination over-withheld amount shall be paid in cash and the Grantee will have no entitlement to the Common Stock equivalent. If the Tax-Related Items are satisfied by withholding in Shares issuable upon vesting of the Internal Revenue Service that any payments previously made RSUs, for tax purposes, the Grantee is deemed to such Lender hereunder were have been issued the full number of Shares subject to United States income tax withholding when madethe RSUs, such Lender notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee shall pay to the Agent Corporation or the excess Employing Company, any amount of Tax-Related Items due as a result of any aspect of the aggregate amount required Grantee’s participation in the Plan. The Grantee understands that no Shares or proceeds from the sale of Shares shall be delivered to be withheld from such payments over Grantee, notwithstanding the aggregate amount actually withheld by lapse of the Agentrestrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect thereto. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (Notwithstanding anything in this Section 11 to the extent it is able to do so based upon applicable facts and circumstances)contrary, complete and provide Borrowers with such formsif the RSUs are considered nonqualified deferred compensation, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any fair market value of the other Loan Documents, or under or in connection shares withheld together with any transactions the amount of cash withheld may not related to exceed the transactions contemplated herebyliability for Tax-Related Items.

Withholding Taxes. If any Lender is not a “united states person” within In the meaning of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder that Buyer or prior to its accepting any assignment under Section 13.8 hereofSuccessor Entity, as applicable) deliver , reasonably determines after consultation with Seller that it is required by Law to withhold tax from any Commercialization Milestone Payment or Earn-Out Payment to Seller — Buyer or Successor Entity, as applicable, shall be entitled to deduct and withhold such tax and shall pay the amounts of such tax to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN proper tax revenue authority in a timely manner in accordance with Law unless and until an exemption or any successor form specifying reduction is granted by the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing revenue authority or Seller establishes that the income applicable payment is no longer subject to be received by such Lender hereunder withholding or is effectively connected with the conduct subject to a reduced rate of a trade withholding. Each of Buyer or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; providedSuccessor Entity, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereofas applicable, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required Seller agrees to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld cooperate in claiming exemptions from such payments over the aggregate amount actually withheld by the Agent. In addition, deductions or withholdings under any agreement or treaty from time to time upon in effect. If neither Party is permitted to claim an exemption from such deductions or withholdings, Buyer or Successor Entity, as applicable, may deduct the amount of tax required to be paid (which may include a reduced amount if a reduction is granted by the applicable tax or revenue authority) from the payment to be made by Buyer or Successor Entity, as applicable, to Seller after notice in writing to Seller of such withholding. Within a reasonable request and the sole expense amount of Borrowertime after making such deduction, each Lender and the Agent Buyer or Successor Entity, as applicable, shall (provide to the extent Seller copies of any tax filing or other documentation evidencing such withholding. Any tax withheld shall be treated as having been paid by Buyer or Successor Entity, as applicable, to Seller for all purposes of this Agreement. If it is able determined by the applicable tax or revenue authority that Buyer or Successor Entity, as applicable, failed to do so based upon applicable facts and circumstances)make a withholding tax payment in connection with a Commercialization Milestone Payment, complete and provide Borrowers with such formsEarn-Out Payment or License/Transfer Payment, certificates Seller will promptly pay to Buyer or other documents Successor Entity, as may be reasonably necessary applicable, the amount due to allow Borrowersenable Buyer or Successor Entity, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate)missed payment, provided that the execution and delivery Buyer notifies Seller of such forms, certificates failure within 30 days of receiving notice of such failure from the applicable tax or other documents does not adversely affect revenue authority. If it is determined that Buyer or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the AgentSuccessor Entity, as the case may beapplicable, under this Agreement overpaid withholding tax and Buyer’s or any of the other Loan DocumentsSuccessor Entity’s, or under or in connection with any transactions not related as applicable, assistance is required to apply for a refund to the transactions contemplated herebyapplicable tax or revenue authority, Buyer or Successor Entity, as applicable, shall promptly apply for such refund and furnish such information or assistance as may be required to Seller, and any such refund shall be paid to the Seller within 5 days of receipt thereof.

Withholding Taxes. If 16.1 Payments16.1 . All payments made by any Lender Borrower hereunder or under any other Loan Document will be made without setoff, counterclaim, or other defense. In addition, except as otherwise provided in this Section 16.1, all such payments will be made free and clear of, and without deduction or withholding for, any present or future Taxes, and in the event any deduction or withholding of Taxes is not a “united states person” within required, (a) if such Taxes are Indemnified Taxes, the meaning of Section 7701(a)(30) of the Internal Revenue Codesum payable to Lenders shall be increased as may be necessary so that after making all required deductions or withholding for Indemnified Taxes, such Lender shall promptly (but in any event prior Lenders receive an amount equal to the initial payment of interest hereunder sum they would have received had no such deductions or prior to its accepting any assignment under Section 13.8 hereofwithholding been made, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing provided that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender Borrowers shall not be required to deliver increase any such amounts payable to Agent Lenders if the aforesaid forms increase in such amount payable results from Agent’s or other evidence with respect to Advances to Borrowers, such Lender’s own willful misconduct or gross negligence (as finally determined by a court of competent jurisdiction); (b) if such Lender has assigned its entire interest hereunder Taxes are Excluded Taxes, the sum payable to Lenders shall not be increased, (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder c) Borrowers shall make such deductions or withholding and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States amount deducted or a state thereof, and so notifies the Agent. Such Lender withheld shall amend or supplement any such form or evidence be treated as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay paid to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each relevant Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment for all purposes under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, and (d) Borrowers will furnish to Agent as promptly as possible after the date the payment of any such Indemnified Tax is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrowers. Borrowers agree to pay any present or under future stamp, value added or documentary Taxes or any other excise or property Taxes that arise from any payment made hereunder or from the execution, delivery, performance, recordation, or filing of, or otherwise with respect to this Agreement or any other Loan Document. For the purposes of this Section 16, the term “Lender ” shall include a Participant. This provision shall survive the termination of this Agreement and the repayment in connection with any transactions not related to full of the transactions contemplated herebyObligations.

Withholding Taxes. If In the event Lead Lender shall be required by law to deduct and withhold Taxes from interest, fees or other amounts payable to any Lender is not with respect to the Loan as a “united states person” within the meaning result of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereofconstituting a Non-Exempt Person, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lead Lender, (ii) Internal Revenue Service Form W-8ECI shall be entitled to so deduct or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding withhold with respect to such income; providedNon-Exempt Person’s interest in such payment (all withheld amounts being deemed paid to such Non-Exempt Person), however, that such provided the Lead Lender shall not furnish such Non-Exempt Person with a statement setting forth the amount of Taxes withheld, the applicable rate and other information which may reasonably be required requested for the purposes of assisting such Non-Exempt Person to deliver seek any allowable credits or deductions for the Taxes so withheld in each jurisdiction in which such Non-Exempt Person is subject to Agent Taxes. Such Non-Exempt Person agrees to indemnify the aforesaid forms Lead Lender against and to hold the Lead Lender harmless from any Taxes, interests, penalties and reasonable counsel fees arising from any failure of the Lead Lender to withhold Taxes from payments made to such Non- Exempt Person in reliance upon any representation, certificate, statement, document or other evidence instrument made or provided by such Non-Exempt Person to Lead Lender in connection with the obligation of the Lead Lender to withhold Taxes from payments made to the Non-Exempt Person, it being expressly understood and agreed that (i) the Lead Lender shall be absolutely and unconditionally entitled to accept any such representation, certificate, statement, document or instrument as being true and correct in all respects and to fully rely thereon without any obligation or responsibility to investigate or to make any inquiries with respect to Advances the accuracy, veracity, conclusory correctness, or validity of the same, and (ii) such Non-Exempt Person, upon request of Lead Lender shall, at its sole cost and expense, defend any claim relating to Borrowers, if the foregoing indemnification by counsel selected by such Non-Exempt Person and reasonably satisfactory to Lead Lender. Each Lender has assigned its entire interest hereunder represents that (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder i) it is not a Non-Exempt Person and participations in Letters of Credit issued hereunder and any Notes issued (ii) it is not obligated under applicable law to withhold Taxes on sums paid to it by Borrowers), with respect to an Affiliate which is incorporated under the laws Loan or otherwise pursuant to this Agreement. Contemporaneously with the execution of the United States or a state thereofthis Agreement, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon as necessary during the reasonable request and the sole expense term of Borrowerthis Agreement, each Lender and the Agent shall (deliver to the extent Lead Lender evidence reasonably satisfactory to the Lead Lender substantiating that it is able not a Non-Exempt Person and that the Lead Lender is not obligated under applicable law to do so based upon applicable facts withhold Taxes on sums paid to it with respect to the Loan or otherwise. Except as hereinafter expressly provided to the contrary, no Lender shall, without obtaining the prior consent of the each other Lender, which consent may be withheld in the sole and circumstancesabsolute discretion of such other Lender, sell or assign its interest in the Loan, or any participation interest therein, to any Non-Exempt Person. If any Lender (such Lender, an “Indemnifying Lender”) desires to sell or assign its interest in the Loan, or a participation interest therein, to a Non- Exempt Person, and if any other Lender does not consent to such sale (such non-consenting Lender, an “Indemnified Lender”), complete and provide Borrowers the Indemnifying Lender shall, notwithstanding the lack of such consent, be free to proceed with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), sale and assignment provided that the execution Indemnifying Lender, by instrument in form and delivery substance reasonably satisfactory to each Indemnified Lender, agrees to indemnify and to hold each Indemnified Lender harmless from and against any loss or liability such Indemnified Lender shall suffer in respect of its interest in the Loan as a direct result of such formssale and assignment to a Non-Exempt Person, certificates and which, but for such sale and assignment, would not otherwise have been incurred by such Indemnified Lender, it being the intent that the economic or other documents does rights of such Indemnified Lender related to its interest in the Loan shall not be adversely affect affected by any obligation of Borrower or otherwise restrict of the rights and benefits (including without limitation economic benefits) available Lead Lender to such withhold Taxes, or by any failure of Borrower or of the Lead Lender or the Agentto comply with any requirement to withhold Taxes, as the case may be, under this Agreement or a result of any of the other Loan Documents, or under or in connection with any transactions not such sale and assignment to a Non-Exempt Person. All costs and expenses incurred by such Indemnified Lender related to any such sale and assignment shall be reimbursed by the transactions contemplated herebyIndemnifying Lender.

Withholding Taxes. If any Lender is not a “united states person” within The Purchaser, the meaning of Section 7701(a)(30) of the Internal Revenue CodeCompany, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States Acquireco and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow BorrowersDepositary, as applicable, shall be entitled to make deduct and withhold, or to direct any payment Person to deduct and withhold on their behalf, from any consideration or other amounts otherwise payable or otherwise deliverable to any of the Company Shareholders, the holders of Company Options, Company RSUs, Company PSUs or Company DSUs or any other Person under the Plan of Arrangement or this Agreement such amounts as the Purchaser, the Company, Acquireco or the Depositary, as applicable, determines are required to be deducted or withheld from such consideration or other amount payable under any provision of any Law in respect of Taxes. Any such amounts will be deducted and withheld from the Consideration or such other amount payable pursuant to the Plan of Arrangement, remitted to the relevant Governmental Entity, and treated for all purposes under this Agreement as having been paid to the Company Shareholders, the holders of Company Options, Company RSUs, Company PSUs or the Company DSUs or any other Loan Documents without any Person in respect of which such deduction, withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate)and remittance was made, provided that such withheld amounts are actually remitted to the execution appropriate taxing authority. To the extent that the amount so required to be deducted or withheld from any amounts payable or otherwise deliverable to a Person under the Plan of Arrangement exceeds any amount of cash otherwise payable to such Person, the Purchaser, Acquireco or the Company, any of their affiliates and delivery the Depositary are hereby authorized to sell or otherwise dispose, of such formsportion of the non-cash consideration or non-cash amounts payable, certificates or other documents does not adversely affect issuable or otherwise restrict deliverable pursuant to the rights and benefits (including without limitation economic benefits) available Plan of Arrangement to such Lender Person as is necessary to provide sufficient funds to the Purchaser, Acquireco or the AgentCompany, any of their affiliates and the Depositary, as the case may be, under this Agreement to enable it to comply with such deduction or withholding requirement and the Purchaser, Acquireco or the Company, any of their affiliates and the Depositary, as applicable, shall notify the relevant Person of such sale or other Loan Documentsdisposition and remit to such Person any unapplied balance of the net proceeds of such sale or other disposition (after deduction for (x) the amounts required to satisfy the required withholding under the Plan of Arrangement in respect of such Person, or under or in connection with any transactions not related (y) reasonable commissions payable to the transactions contemplated herebybroker, and (z) other reasonable costs and expenses).

Withholding Taxes. If any Lender is not a “united states person” within incorporated under the meaning of Section 7701(a)(30) laws of the Internal Revenue CodeUnited States or a state thereof, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicablehereunder) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form 1001 specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s 's domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form 4224 evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowersthe Company or any Domestic Subsidiary which subsequently becomes a Permitted Borrower hereunder, if such Lender has assigned its entire interest hereunder in the Revolving Credit (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder thereunder and participations in Letters of Credit issued hereunder hereunder) and any Notes issued to it by Borrowers)the Company, or any Domestic Subsidiary (if any) which subsequently becomes a Permitted Borrower hereunder, to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and at the sole expense of Borrowerthe Company or the Permitted Borrowers, each Lender and each of the Agent Agents shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide the Company or the Permitted Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow the Company or the Permitted Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights right and benefits (including without limitation economic benefits) available to such of the Lender or the AgentAgents, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated hereby.

Withholding Taxes. If any Lender is not a “united states person” within The Company shall have the meaning of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but in any event prior right to withhold from wages or other amounts otherwise payable to the initial payment of interest hereunder Participant (or prior a Permitted Assignee thereof), or otherwise require the Participant or Permitted Assignee to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amountpay, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers)federal, to an Affiliate which is incorporated under the laws of the United States state, local or a state thereofforeign income taxes, and so notifies the Agent. Such Lender shall amend withholding taxes, or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount employment taxes required to be withheld from such payments over by law or regulations (“Withholding Taxes”) arising as a result of the aggregate amount actually withheld by grant or vesting of PSUs, the Agent. In addition, from time to time upon the reasonable request and the sole expense transfer of Borrower, each Lender and the Agent shall (any PSUs or any other taxable event occurring pursuant to the extent it is able to do so based upon applicable facts and circumstances)Plan, complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without Certificate. If, notwithstanding the foregoing, the Participant (or Permitted Assignee) shall fail to actually or constructively make such tax payments as are required, the Company (or its Affiliates) shall, to the extent permitted by law, have the right to deduct any withholding for or on the account such Withholding Taxes from any payment of any tax under kind otherwise due to such Participant or Permitted Assignee or to take such other action as may be necessary to satisfy such Withholding Taxes. In satisfaction of the requirement to pay Withholding Taxes, the Company, in its sole discretion, may elect to satisfy the obligation for Withholding Taxes by retaining a sufficient number of Shares that it would otherwise deliver on a particular vesting date equal to the amount of any Withholding Taxes due on such vesting date. For purposes of the preceding sentence, where the Company is to retain Shares to satisfy the obligation for Withholding Taxes, the net amount of Shares to be delivered to the Participant on a vesting date shall equal the total number of Shares otherwise deliverable to the Participant on such vesting date (pursuant to Section 10.1(d2(c) hereof (or with such withholding at a reduced rateand the Certificate), provided that less such number of Shares having an aggregate Fair Market Value equal to the execution and delivery amount of such forms, certificates or other documents does not adversely affect or otherwise restrict Withholding Taxes (as determined in the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated herebyCommittee’s sole discretion).

Withholding Taxes. If Borrower agrees to pay to each Lender such additional amounts as are necessary in order that the net payment of any Lender is not a “united states person” within the meaning of Section 7701(a)(30) amount due hereunder or under any of the Internal Revenue Code, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments other Project Loan Documents to such Lender, after deduction for or withholding of any present or future tax imposed by the United States (ii) subject, in either case, to the provisions of this Section 2.2.8), excluding Excluded Taxes of such Lender, will be the amount that would be required to be paid hereunder or thereunder in the absence of such deduction or withholding. Each Lender shall provide Borrower with a form prescribed by the United States Internal Revenue Service (currently, Form W-8ECI or any successor form evidencing that the income Form W-8BEN) certifying such Lender's exemption from United States withholding taxes with respect to all payments to be received by made to such Lender hereunder is effectively connected under this Agreement and any other Project Loan Document at the date of such certificate, and if any Lender fails to provide Borrower with the conduct of a trade or business prescribed form referred to in the preceding sentence, indicating that such payments are not subject to United States withholding tax or (iii) other evidence satisfactory are subject to such tax at a rate reduced to zero by an applicable tax treaty, Borrower may withhold taxes from payments to or for the Agent account of such Lender at the applicable statutory rate and shall not be obligated to pay any additional amounts described in the first sentence of this Section in respect of the Project Loan; provided, that this sentence shall be inapplicable to such Lender in the event that such Lender is exempt from not able to make the certification set forth in such prescribed form as a result of a change in United States federal income tax withholding with law, regulation or judicial or administrative interpretation occurring after the date hereof, or of an amendment, modification or revocation of an applicable tax treaty or a change in official position regarding the application or interpretation thereof, in each case, occurring after the date hereof. In the event that Borrower is obligated to pay any additional amounts described in the first sentence of this section in respect of the Project Loan, Lender shall make commercially reasonable efforts to change the jurisdiction of its Applicable Lending Office if, in the reasonable judgment of such Lender, doing so would eliminate or reduce Borrower's obligation to pay such additional amounts and would not be disadvantageous to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated herebyLender.

Withholding Taxes. If Spinco shall make any Lender is not a “united states person” within payment pursuant to this Agreement, the meaning of MRC Payment Agreements or any Sublicense Agreement (and, if applicable, any sublicense entered into pursuant to Section 7701(a)(307.11(c)) with respect to any payment obligation under any of the Cellective Merger Agreement, the Xxxxxx Consulting Agreement, and the In-License Agreements (collectively, the “Retained Contracts”) free and clear of any withholding or deduction on account of Taxes, unless otherwise required by applicable Law. To the extent that any such Tax is deducted or withheld, such amount shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made; provided, that, to the extent required by applicable Law, Spinco shall pay an additional amount, if any, as is required under each of the Duke License Agreement and the DFCI License Agreement as each such agreement exists as of the date hereof to be made to ensure that the applicable payee receives the amount to which it is entitled thereunder in case that withholding Tax applies. Notwithstanding the foregoing, Medi LLC shall cooperate with Spinco and shall use commercially reasonable efforts to cause the applicable payee to cooperate with Spinco to reduce or eliminate any withholding to the extent that such payee is entitled under an applicable Tax treaty to a reduction or exemption from applicable withholding Tax. Such cooperation shall include causing such payee to deliver any applicable Tax forms to Spinco or the relevant Governmental Authority (including Internal Revenue Code, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder Service withholding certificates on forms W-8 or prior to its accepting any assignment under Section 13.8 hereofW-9, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, required for a reduction or elimination of withholding Tax. Spinco shall pay over any amounts withheld by Spinco pursuant to make any payment under this Agreement or Section 10.4 to the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution applicable Governmental Authority and delivery furnish proof of such formsremittance, certificates or other documents does not adversely affect or otherwise restrict to the rights extent and benefits (including without limitation economic benefits) available to such Lender or at the Agent, time required under the Retained Contracts as the case may be, under this Agreement or any they exist as of the other Loan Documentsdate hereof, or under or in connection to the applicable payee. Spinco shall comply, and Medi LLC shall use reasonable efforts to cause the applicable payee to comply, with any transactions not related to applicable requirements and obligations under the transactions contemplated herebyRetained Contracts. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Withholding Taxes. If (a) Except as otherwise provided in this Agreement, any and all payments by any Obligated Party to or for the account of any Lender is not a “united states person” within or the meaning Administrative Agent hereunder or under any other Loan Document shall be made free and clear of Section 7701(a)(30) and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and each Agent, taxes imposed on or measured by its income, and franchise taxes imposed on it, by the Internal Revenue Code, jurisdiction under the laws of which such Lender (or its Applicable Lending Office) or such Agent (as the case may be) is organized, located or doing business or any political subdivision thereof (all such non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings, and liabilities being hereinafter referred to as "Taxes"). If an Obligated Party shall promptly (but be required by law to deduct any Taxes from or in respect of any event prior sum payable under any Loan Document to the initial payment of interest hereunder any Lender or prior to its accepting any assignment under Section 13.8 hereofAdministrative Agent, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 6.6) such Lender or any successor form specifying such Agent receives an amount equal to the applicable tax treaty between the United States and the jurisdiction of sum it would have received had no such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lenderdeductions been made, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by applicable Obligated Party shall make such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or deductions, (iii) other evidence satisfactory the applicable Obligated Party shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable law, and (iv) the applicable Obligated Party shall furnish to the Administrative Agent that the original or a certified copy of a receipt evidencing payment thereof. If the Borrower is required to pay additional amounts to or for the account of any Lender pursuant to this Section 6.6, then such Lender will agree to use reasonable efforts to change the jurisdiction of its Applicable Lending Office so as to eliminate or reduce any such additional payment which may thereafter accrue if such change, in the judgment of such Lender, is exempt from United States income tax withholding with not materially disadvantageous in any material respect to such incomeLender. If the Administrative Agent or a Lender receives a refund in respect of any Taxes or other amounts paid by an Obligated Party pursuant to this Section6.6, it shall promptly remit such refund (including any interest paid by the applicable taxing authority in respect thereof) to the Obligated Party, net of all out-of-pocket expenses of such Agent or such Lender; provided, however, that the Obligated Party, upon request of such Agent or Lender, agrees promptly to return such refund (plus any interest paid by the applicable taxing authority in respect thereof) to such party in the event such party is required to repay such refund to the relevant taxing authority. Such Agent or Lender shall not be required to deliver to Agent provide the aforesaid forms Obligated Party with a copy of any notice or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice assessment from the Agent of any determination by relevant taxing authority requiring the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery repayment of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated hereby.refund. Section 6.7

Withholding Taxes. Unless a law requires otherwise, I will make all payments under this Guarantee without deduction or withholding for any present or future taxes of any kind. If any Lender a law does so require, I will pay to CIBC an additional amount as is not a “united states person” within necessary to ensure CIBC receives the meaning of Section 7701(a)(30) full amount CIBC would have received if no deduction or withholding had been made. Without limiting the generality of the Internal Revenue Code, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of foregoing I hereby understand and agree that (i) Internal Revenue Service Form W-8BEN the Customer's liability will be paid to CIBC strictly in accordance with the terms and provisions of any agreement, express or implied, which has been made or may hereafter be made or entered into by the Customer, regardless of any law, regulation or decree, now or hereafter in effect, which might in any manner affect any of the terms or provisions of any such agreement or rights of CIBC as against the Customer with respect to any of the Customer's Debts, or cause or permit to be invoked any alteration in the time, amount or manner of payment of any of the Customer's Debts, and (ii) in each instance when the Customer shall have agreed, relative to any of the Customer's Debts, to pay or provide CIBC with any amount of money, if such amount is not actually paid or provided as and when agreed, I will, upon request, and as CIBC may elect, pay or provide the amount in the exact currency and place as agreed by the Customer. All such payments shall be made without set-off or counterclaim and free and clear of, and without deduction for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees , deductions, withholdings or restrictions or conditions of any nature whatsoever now or hereafter imposed, levied, calculated, withheld or assessed by any country or any successor form specifying the applicable tax treaty between political subdivision or taxing authority thereof or therein including, but not limited to, the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI America or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade political subdivision or business in the United States taxing authority thereof or therein (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws all of the United States or a state thereof, and so notifies the Agentforegoing being referred to herein as "Taxes"). Such Lender shall amend or supplement If any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount Taxes are required to be withheld from such payments over any amounts payable to CIBC, the aggregate amount actually withheld by the Agent. In addition, from time amounts so payable to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent CIBC shall (be increased to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, yield to make any CIBC (after payment under this Agreement or of all Taxes) interest and such other amounts payable hereunder at the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under rate or in connection with any transactions not related to the transactions contemplated herebyamounts herein specified.

Withholding Taxes. If The Issuer and the Guarantor represent and warrant that there is no withholding or other tax, assessment or governmental charge imposed by Bermuda or any Lender is not a “united states person” within the meaning of Section 7701(a)(30) political subdivision thereof or taxing authority therein on account of the Internal Revenue CodeNotes, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or any payments thereon or hereunder. The Issuer and the other Loan Documents Guarantor agree that in the event that any such tax, assessment or change shall hereafter become applicable, they shall promptly notify JPMorgan in writing. All payments made by the Issuer and the Guarantor in respect of the Notes to the holder of any of the Notes or JPMorgan (collectively referred to as a "Payment Recipient") shall be paid without any set-off or counterclaim and free and clear of, and without deduction or withholding for or on account of, any present or future tax, assessment or other governmental charge or any interest or penalty thereon imposed, levied, collected, assessed or required to be deducted, withheld or paid by or for the account of Bermuda only or any tax under Section 10.1(dtaxing authority or political subdivision thereof or therein (collectively a "Tax") hereof (or with such withholding at a reduced rate), provided that unless the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender Issuer or the AgentGuarantor, as the case may be, under this Agreement is required to withhold or deduct Tax by law or by the interpretation or administration thereof. If any such Tax is required by law to be withheld or deducted from any such payment, the Issuer and the Guarantor shall pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by a Payment Recipient after such withholding or deduction will equal the amount that such Payment Recipient would have received if such Tax had not been required to be withheld or deducted; provided that the Issuer and the Guarantor shall not be required to pay any such additional amount on account of any Tax that would not have been so imposed but for the existence of any present or former personal or business connection between the person entitled to such payment and Bermuda other Loan Documents, than the mere receipt of such payment or under the ownership or in connection with any transactions not related to the transactions contemplated herebyholding of such Note.

Withholding Taxes. If any Lender is not a “united states person” within Subversive, the meaning of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereofSurviving Company and LCV, as applicable) deliver , shall be entitled to deduct and withhold from any consideration, including by way of the sale of Subversive Common Shares by Subversive on behalf of the Person, otherwise payable or otherwise deliverable to a Person under the LCV Transaction or otherwise hereunder such amounts as it is required to deduct and withhold from such consideration under any provision of any Laws in respect of Taxes. Any such amounts will be deducted, withheld and remitted to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying appropriate Governmental Authority from the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory consideration payable pursuant to the Agent that LCV Transaction and shall be treated for all purposes under this Agreement as having been paid to the Person in respect of which such Lender is exempt from United States income tax deduction, withholding with respect to such incomeand remittance was made; provided, however, that such Lender deducted and withheld amounts are actually remitted to the appropriate Governmental Authority. At least seven (7) days prior to making any such deduction or withholding, Subversive shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws written notice of the United States or a state thereof, expected withholding amounts to LCV. Subversive and so notifies LCV shall reasonably cooperate with each other to reduce the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from amount of withholding Taxes imposed on the Agent payment of any determination by the Internal Revenue Service that amount to any payments previously made Person pursuant to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (this Agreement to the extent it is able permitted by applicable Law, including by reasonably cooperating in order to do so based upon applicable facts execute and circumstances)file any forms or certificates (with any necessary attachments thereto) required to claim an available reduced rate of, complete and provide Borrowers or exemption from, withholding Taxes; provided for clarity, however, that nothing in this Section 2.05 shall preclude Subversive, the Surviving Company or LCV from timely complying with such forms, certificates or other documents as may be reasonably necessary any obligation to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account withhold Taxes in respect of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated herebyby this Agreement.

Withholding Taxes. If any Lender is not As a “united states person” within condition to the meaning grant and vesting of Section 7701(a)(30) this Award and as further set forth in Sections 10.7 and 10.8 of the Internal Revenue CodePlan, the Employee hereby agrees to make adequate provision for the satisfaction of (and will indemnify the Company, the Employer and any other Affiliate) for the amount of any income tax, social insurance, payroll tax, or any other required deductions or payments related to the Employee’s participation in the Plan and legally payable by the Employee, if any, including any Tax Obligation (“Tax-Related Items”) which arise upon the grant or vesting of the Performance Shares under this Agreement, ownership or disposition of Shares, receipt of dividends, if any, or otherwise in connection with the Performance Shares or the Shares, whether by withholding, direct payment to the Company, or otherwise as determined by the Company in its sole discretion. Regardless of any action the Company or Employee’s employer (the “Employer”) takes with respect to any or all Tax-Related Items, Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Employee is and remains the Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee further acknowledges and agrees that Employee is also solely responsible for filing all relevant documentation that may be in relation to these Performance Shares or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company, the Employer or any Affiliate pursuant to Applicable Laws), such Lender shall promptly (as but not limited to personal income tax returns or any reporting statements in any event prior relation to the initial payment grant, holding, vesting of interest hereunder the Performance Shares, the holding of Shares or prior any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Shares, including the grant, holding, or vesting of the Performance Shares, the holding or subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) do not commit to its accepting and is under no obligation to structure the terms of the Performance Shares or any assignment aspect of these Performance Shares to reduce or eliminate the Employee’s liability for Tax-Related Items, or achieve any particular tax result. Employee also understands that Applicable Laws may require varying Share or Performance Share valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under Section 13.8 hereofapplicable laws. Further, if Employee has become subject to tax in more than one jurisdiction, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) deliver or other Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made to the Agent two executed copies of Employee (ior his or her estate) Internal Revenue Service Form W-8BEN or any successor form specifying in relation to these Performance Shares unless and until satisfactory arrangements (as determined by the applicable tax treaty between Committee) have been made by the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding Employee with respect to such income; the payment of any Tax-Related Items and any other obligations of the Company and/or the Employer with respect to the Performance Shares. In this regard, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, provided, however, that such Lender shall not be required notwithstanding anything herein to deliver the contrary, in the case of individuals subject to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws Section 16 of the United States or a state thereofExchange Act of 1934, and so notifies the Agent. Such Lender all Tax-Related Items shall amend or supplement any only be satisfied by such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination procedure specifically approved by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or Committee in connection with any transactions not related to the transactions contemplated hereby.resolutions:

Withholding Taxes. If any Lender is not Notwithstanding anything in this Agreement to the contrary, Parent, the Company, the Merger Subs, the First-Step Surviving Corporation, the Surviving Entity and the Exchange Agent (each a “united states person” within the meaning Withholding Agent”), shall be entitled to deduct and withhold from that portion of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN payments contemplated by this Article II or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments other amount payable to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income a Seller pursuant to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereofthis Agreement, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount appropriate taxing Authority, such amounts that are required to be deducted and withheld from with respect to the making of such payments over under any Tax Law. To the aggregate amount actually extent amounts are so deducted and withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (paid to the extent it is able appropriate taxing authority in accordance with applicable Law, such amounts shall be treated for purposes of this Agreement as having been paid to do so based upon the Seller in respect of which such deduction and withholding were made. Without limiting the foregoing, and in lieu of deducting from any payment, the applicable facts and circumstances), complete and provide Borrowers with Withholding Agent may require that any Seller make arrangements satisfactory to such forms, certificates or other documents applicable Withholding Agent to satisfy any withholding requirements as may be reasonably necessary a condition to allow Borrowers, as applicable, to make making any payment under (including, for example, in an instance where payment is to be made in shares of Parent Common Stock); provided, that any Seller may request that such applicable Withholding Agent accept commercially reasonable arrangements (including sell to cover arrangements) with respect to satisfying such withholding requirements. Notwithstanding anything to the contrary, any compensatory payments for Tax purposes payable pursuant to or as contemplated by this Agreement shall be paid through the payroll system of Parent or a Subsidiary of Parent subject to applicable Tax withholding. For the other Loan Documents without avoidance of doubt, any withholding for or on such amount withheld shall reduce the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available cash consideration payable to such Lender Seller regardless of whether the withholding is in respect of cash or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated herebyequity consideration payable hereunder.

Withholding Taxes. If any Lender is not a “united states person” within Notwithstanding anything to the meaning of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but contrary contained herein or in any event prior other document to the initial payment contrary, each of interest hereunder or prior to its accepting any assignment under Section 13.8 hereofPurchaser, as applicable) deliver to the Escrow Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the other applicable tax treaty between the United States payor shall be entitled to deduct and the jurisdiction of such Lender’s domicile which provides for the exemption withhold any required Taxes from withholding on interest any payments to such Lenderbe made hereunder, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income which Taxes are required to be received by such Lender hereunder is effectively connected with the conduct of a trade deducted or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding withheld with respect to the making of any such incomepayment under applicable Law; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence except with respect to Advances (a) payments in the nature of compensation to Borrowersbe made to employees or former employees and (b) withholding as a result of the failure to provide the certificates described in Section 6.22, if Purchaser, Escrow Agent or any other applicable payor shall use commercially reasonable efforts to provide Seller with a written notice of the intention to withhold at least five (5) Business Days prior to any such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amountwithholding and each of the applicable parties shall use commercially reasonable efforts, any outstanding Advances hereunder at the request and participations in Letters expense of Credit issued hereunder and any Notes issued to it by Borrowers)the payee, to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement minimize any such form withholdings or evidence as required to insure deductions. To the extent that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually amounts are so withheld by the Agent. In additionPurchaser, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Escrow Agent shall (to the extent it is able to do so based upon or any other applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agentpayor, as the case may be, under such withheld amounts (i) shall be remitted by Purchaser, Escrow Agent or other applicable payor, as applicable, to the applicable Governmental Entity, and (ii) shall be treated for all purposes of this Agreement as having been paid to the applicable recipient in respect of which such deduction and withholding was made by Purchaser, Escrow Agent or other applicable payor, as the case may be. To the extent Purchaser, Escrow Agent or any of other applicable payor, as the other Loan Documentscase may be, deducts or under withholds any amount from Seller that was not required to be deducted or in connection with withheld, and provided that such amount was not remitted to any transactions not related Governmental Entity, such deducted or withheld amount shall be promptly returned to the transactions contemplated herebyapplicable payee party within ten (10) days of a reasonable good faith determination by the payor party that such amount was improperly deducted or withheld.

Withholding Taxes. If any Lender is not Notwithstanding anything in this Agreement to the contrary, Parent, the Company, the Merger Subs, the First-Step Surviving Corporation, the Surviving Entity and the Exchange Agent (each a “united states person” within the meaning Withholding Agent”), shall be entitled to deduct and withhold from that portion of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN payments contemplated by this Article II or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments other amount payable to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income a Seller pursuant to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereofthis Agreement, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the appropriate Governmental Authority, such amounts that are required to be deducted and withheld with respect to the making of such payments under any Tax Law. To the extent amounts are so deducted and withheld and paid to the appropriate Governmental Authority in accordance with applicable Law, such amounts shall be treated for purposes of this Agreement as having been paid to the Seller in respect of which such deduction and withholding were made. Without limiting the foregoing, and in lieu of deducting from any payment, the applicable Withholding Agent may require that any Seller make arrangements satisfactory to such applicable Withholding Agent to satisfy any withholding requirements as a condition to making any payment (including, for example, in an instance where payment is to be made in shares of Parent Common Stock); provided, that any Seller may request that such applicable Withholding Agent accept commercially reasonable arrangements (including sell to cover arrangements) with respect to satisfying such withholding requirements. Notwithstanding anything to the excess contrary, any compensatory payments for Tax purposes payable pursuant to or as contemplated by this Agreement shall be paid through the payroll system of Parent or a Subsidiary of Parent subject to applicable Tax withholding. For the aggregate avoidance of doubt, any such amount withheld shall reduce the cash consideration payable to such Seller regardless of whether the withholding is in respect of cash or equity consideration payable hereunder; provided that, notwithstanding the foregoing, (1) any amounts withheld in respect of payments to Company Optionholders at the Closing shall reduce only the equity consideration payable to such Company Optionholders hereunder at such time before reducing the cash consideration payable at such time, and (2) the parties acknowledge and agree that any amounts required to be withheld from such payments over the aggregate amount actually withheld by consideration payable upon achievement of the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment Milestones under this Agreement or shall reduce the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available Milestone Shares payable to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated herebySeller.

Withholding Taxes. If The Company, the Purchaser, the Parent and the Depositary shall be entitled to deduct or withhold, or direct any Lender is not a “united states person” within other Person to deduct or withhold, from any consideration or amount otherwise payable or deliverable to any Shareholder, any holder of DSUs or RSUs, or any other Person under the meaning Plan of Section 7701(a)(30) of the Internal Revenue CodeArrangement or this Agreement, such Lender shall promptly (but in any event prior to amounts as the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereofCompany, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying Purchaser, the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement Parent or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the AgentDepositary, as the case may be, may reasonably determine is required to be deducted and withheld with respect to such payment under this Agreement any provision of Laws in respect of Taxes. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the Shareholder, the holder of DSUs or the holder of RSUs, or such other Person, as applicable, in respect of which such deduction or withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Authority. To the extent that any amount is so required to be deducted or withheld from any payment to a Shareholder, the Purchaser, the Parent and the Depositary are hereby authorized to sell or otherwise dispose of such portion of the other Loan Documents, or under or in connection with any transactions not related Parent Shares issuable to the transactions contemplated herebyholder as is necessary to provide sufficient funds to the Company, the Purchaser, the Parent or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement, and the Company or the Depositary shall notify the holder thereof and remit the applicable portion of the net proceeds of such sale (after deduction of all reasonable fees, commissions or costs in respect of such sale) to the appropriate Governmental Authority and shall remit to such holder any unapplied balance of the net proceeds of such sale. Any such sale will be made at prevailing market prices and none of the Company, the Purchaser, the Parent or the Depositary shall be under any obligation to obtain or indemnify any Shareholder in respect of a particular price for the Parent Shares so sold. Notwithstanding the foregoing, in lieu of having the Parent Shares sold or otherwise disposed of, a Shareholder may provide cash to the Company, the Purchaser, the Parent or the Depository to fund any required withholding taxes, provided the cash delivered is sufficient to satisfy any remittance in full and is received at least five (5) Business Days before the remittance by the Company, the Purchaser, the Parent or the Depository, as applicable, of any withholding is due.

Withholding Taxes. If any Lender is not a “united states person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but in any event prior Notwithstanding anything to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereofcontrary herein, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States event a U.S. Withholding Tax is imposed or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment to Lender under this Agreement or the other Loan Documents without any withholding for or on Operative Agreements, the account provisions of any tax under Section 10.1(d2.7(j)(i) hereof regarding contests shall govern except that, with respect to a Brazilian Government Lender, (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits1) available to such Lender or the AgentBorrower, as the case may be, promptly and in writing shall notify each other immediately upon being informed of such imposition or requirement (unless such party is so informed by the other), (2) such Lender shall employ reasonable efforts to reverse the position of the U.S. Government Entity with respect to such U.S. Withholding Tax, provided, however, that in no event shall such Lender be required to contest any U.S. Withholding Tax if, in its reasonable judgment, such contest would be likely to result in adverse consequences to Lender or its Affiliates (including the federal government of Brazil), (3) any contest concerning the imposition of a U.S. Withholding Tax shall in all events be controlled by such Lender and (4) if such U.S. Withholding Tax is asserted by reason of a change in Brazilian law or government regulations, such Lender shall bear the costs of such contest, and if such U.S. Withholding Tax is asserted for any other reason, the Borrower shall bear the costs of such contest, provided that if the Lender is ultimately responsible for such U.S. Withholding Tax under this Agreement or any following resolution of such contest, the Lender shall pay to the Borrower (upon the approval of the Central Bank of Brazil, if such approval is required, which approval the Lender will use reasonable efforts to obtain) all amounts paid by the Borrower with respect to such contest. In the case of a Brazilian Government Lender, if such Lender does not contest a U.S. Withholding Tax by reason of the exercise of its judgment as provided above, as of the date such Lender exercises its right not to contest such U.S. Withholding Tax, Borrower shall be relieved of its tax indemnity obligations to Lender under the Operative Agreements with respect to such U.S. Withholding Taxes (and any Taxes imposed after such date as a result of any similar or logically related claims under any other Loan Documents, or under or in connection with any transactions not related loan pursuant to the transactions contemplated herebyFunding Agreement unless, the contest of any such Taxes or claims is not precluded by such election not to contest, and such Lender agrees to contest such Taxes or claims in accordance with the provisions of this Section 2.7(j) that apply to Lenders that are not Brazilian Government Lenders) and Lender shall promptly (upon the approval of the Central Bank of Brazil, if such approval is required, which approval the Lender will use Loan Agreement (2013) NYDOCS01/1266448.20 reasonable efforts to secure) pay to Borrower an amount equal to any funds advanced by Borrower with respect to such contest.

Withholding Taxes. If any Lender is not a “united states person” within incorporated under the meaning of Section 7701(a)(30) laws of the Internal Revenue CodeUnited States or a state thereof, such Lender shall deliver to the Agent and the Company promptly upon becoming a Lender hereunder and from time to time as reasonably requested by the Company (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicablehereunder) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN W-8 BEN or any applicable successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s 's domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI W-8 ECI or any applicable successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms 110 or other evidence with respect to (i) Advances to Borrowersany Foreign Subsidiary which is or becomes a Permitted Borrower hereunder or (ii) with respect to Advances to the Company or any Domestic Subsidiary which subsequently becomes a Permitted Borrower hereunder, if such Lender has assigned its entire interest hereunder in the Revolving Credit (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder thereunder and participations in Letters of Credit issued hereunder hereunder) and any Notes issued to it by Borrowers)the Company, or any Domestic Subsidiary (if any) which subsequently becomes a Permitted Borrower hereunder, to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and at the sole expense of Borrowerthe Company or the Permitted Borrowers, each Lender and each of the Agent Agents shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide the Company or the Permitted Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow the Company or the Permitted Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights right and benefits (including without limitation economic benefits) available to such of the Lender or the AgentAgents, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated hereby.

Withholding Taxes. If any Lender is not a “united states person” within the meaning of Section 7701(a)(303.13 (a) of the Internal Revenue Code, such Lender shall promptly (but in any event prior to the initial payment of interest 1) Any and all payments by Borrowers hereunder or prior to under the Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto imposed on it by any jurisdiction (excluding, in the case of each Lender and Credit Agent, (y) franchise taxes imposed on or measured by its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and income by the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to which such Lender or the Credit Agent, as the case may be, is organized or any political subdivision thereof, and, (z) if such Lender or Credit Agent is entitled at such time to a total or partial exemption from withholding that is required to be evidenced by a United States Internal Revenue Service Form, taxes imposed on it by reason of any failure of such Lender or Credit Agent to deliver to Credit Agent or the Borrowers, from time to time as required by Credit Agent or Borrowers, such Form, completed in a manner reasonably satisfactory to Credit Agent or the Borrowers) (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If Borrowers shall be required by law to deduct any taxes from or in respect of any sum payable hereunder or under any Note to any Lender or Credit Agent (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Agreement Section 3.13) such Lender or any of Credit Agent (as the other Loan Documents, or under or in connection with any transactions not related case may be) receives an amount equal to the transactions contemplated herebysum it would have received had no such deductions been made, (ii) Borrowers shall make such deductions, and (iii) Borrowers shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable law.

Withholding Taxes. If provision is made in law or regulation of any Lender is not a “united states person” within the meaning country for withholding of Section 7701(a)(30) taxes of the Internal Revenue Codeany type, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder levies or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding charges with respect to any royalty or other amounts payable under this Agreement to a Party (the “Payee”), then the other Party (the “Payor”) shall timely pay such incometax, levy or charge for and on behalf of the Payee to the proper Governmental Authority, and shall promptly furnish Payee with appropriate proof of payment of the withheld taxes as well as the official receipts sufficient to enable the Payee to claim credits for such payments of taxes; provided, however, that such Lender shall not be required notwithstanding anything in this Agreement to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowerscontrary, if an Assigning Party’s assignment of this Agreement leads to the imposition of withholding tax liability on a Non-Assigning Party that would not have been imposed in the absence of such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amountaction or in an increase in such liability above the liability that would have been imposed in the absence of such action, any outstanding Advances hereunder the Assigning Party will indemnify and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or hold harmless a state thereof, and so notifies the Agent. Such Lender shall amend or supplement Non-Assigning Party from any such form additional or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income increased withholding tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall liability (except to the extent it is able that a Non-Assigning Party or any of its Affiliates can obtain a refund or credit of such withholding taxes, provided that a Non-Assigning Party will be reimbursed for any reasonable out of pocket costs incurred in obtaining such a refund or credit). The Parties shall cooperate and exercise their reasonable best efforts to do so based upon applicable facts ensure that any such withholding taxes are mitigated or reduced to the extent possible under the provisions of any Applicable Laws, and circumstances), complete shall provide the Payee reasonable assistance (including the provision of any tax forms and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary information) in order to allow Borrowersthe Payee to obtain the benefit of any present or future treaty against double taxation or exemption from, refund or reduction in taxes which may apply to such payments. To the extent that a Party is required to deduct and withhold taxes on any such payment pursuant to this Section 6.3.2, such Party will provide the Payee with written notice of the required withholding as applicablepromptly as reasonably practical (and in any event, no later than [* * *]) prior to make any payment making such payment. To the extent such amounts are so deducted and withheld and timely remitted to the relevant tax authorities, such amounts shall be treated for all purposes under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related having been paid to the transactions contemplated herebyParty to whom such amounts would otherwise have been paid.

Withholding Taxes. If All payments and deliveries to you hereunder will be subject to withholding of taxes and other amounts as required by law. Consequences of Breach. You agree that you will indemnify and hold the Releasees harmless from any Lender is not a “united states person” within loss, cost, damage or expense (including attorneys’ fees) incurred by them arising out of your breach of any portion of this Agreement, excluding any breach of the meaning obligations set forth in the Post-Retirement Cooperation section of Section 7701(a)(30this Agreement. You also understand that your entitlement to and retention of the lump sum salary continuation payment to be made under subparagraph (i) of the Internal Revenue Code“Post-Retirement Benefits” paragraph of this Agreement and all other Additional Benefits that we have agreed to provide you (except for $500 of such payments and benefits, such Lender which you shall promptly (but in any event prior all cases be entitled to retain), are expressly conditioned upon your fulfillment of your promises herein, and you agree, to the initial payment of interest hereunder extent permitted or prior required by law, immediately to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to return or repay the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction amounts of such Lender’s domicile which provides benefits you have received from us, upon your filing or asserting any Claim against the Releasees (other than claims for breach of this Agreement) or upon your breach of any other provision of this Agreement, excluding any breach of the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business obligations set forth in the United States Post-Retirement Cooperation section of this Agreement; provided that if you breach the “Noncompetition”, “Non-Solicitation of Customers” and “Non-Solicitation of Employees” paragraphs of this Agreement, you will not be required to return or (iii) other evidence satisfactory repay any such amounts unless you fail to cure the Agent that such Lender is exempt breach within ten days after receiving notice of the breach from United States income tax withholding with respect to such incomethe Company. For purposes of this paragraph only, the filing of an Age Discrimination in Employment Act charge or lawsuit will not be considered a breach of this Agreement; provided, however, that the severance benefits paid to you under this Agreement may serve as restitution, recoupment and/or set-off in the event you prevail on the merits of such Lender shall claim. Waiver/Remedies. Except as expressly limited herein, both parties reserve all rights and remedies available to them in the event of a breach of any provision of this Agreement by the other party. You acknowledge that if you breach or threaten to breach your covenants and agreements in this Agreement, then your actions may cause irreparable harm and damage to the Company which could not be required adequately compensated in monetary damages. Accordingly, if you breach or threaten to deliver breach this Agreement, then the Company will be entitled to Agent the aforesaid forms injunctive or other evidence with respect equitable relief, in addition to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws other rights or remedies of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment Company under this Agreement or the other Loan Documents without any withholding for or otherwise. No failure on the account part of either party hereto to exercise, and no delay by either party in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any tax under Section 10.1(d) hereof (right, power, or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates remedy by either party preclude any other or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender further exercise thereof or the Agentexercise by such party of any other right, as the case may be, under power or remedy. No express waiver or assent by either party of any breach of or default in any term or condition of this Agreement shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any of the other Loan Documents, term or under or in connection with any transactions not related to the transactions contemplated herebycondition hereof.

Withholding Taxes. If any Lender is not a “united states person” within the meaning of Section 7701(a)(303.12 (a)(1) of the Internal Revenue Code, such Lender shall promptly (but in any event prior to the initial payment of interest Any and all payments by Borrowers hereunder or prior to under the Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto imposed on it by any jurisdiction (excluding, in the case of each Lender and Credit Agent, (y) franchise taxes imposed on or measured by its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and income by the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to which such Lender or the Credit Agent, as the case may be, is organized or any political subdivision thereof, and, (z) if such Lender or Credit Agent is entitled at such time to a total or partial exemption from withholding that is required to be evidenced by a United States Internal Revenue Service Form, taxes imposed on it by reason of any failure of such Lender or Credit Agent to deliver to Credit Agent or the Borrowers, from time to time as required by Credit Agent or Borrowers, such Form, completed in a manner reasonably satisfactory to Credit Agent or the Borrowers) (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If Borrowers shall be required by law to deduct any taxes from or in respect of any sum payable hereunder or under any Note to any Lender or Credit Agent (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Agreement Section 3.12) such Lender or any of Credit Agent (as the other Loan Documents, or under or in connection with any transactions not related case may be) receives an amount equal to the transactions contemplated herebysum it would have received had no such deductions been made, (ii) Borrowers shall make such deductions, and (iii) Borrowers shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable law.

Withholding Taxes. If any Lender is not a “united states person” within the meaning (a) All payments made by or on behalf of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but in any event prior Seller to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN Buyer or any successor form specifying other Indemnified Person under the applicable tax treaty between the United States Repurchase Documents and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding Underlying Obligors with respect to such income; provided, however, that such Lender the Purchased Assets shall not be required to deliver to Agent the aforesaid forms made free and clear of and without deduction or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(dpresent or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) hereof with respect thereto imposed by any Governmental Authority therewith or thereon (or with such withholding at a reduced ratecollectively, "Taxes"), provided except as required by law. If any Taxes are required by law to be deducted or withheld from or in respect of any amounts payable to Buyer and/or any other Indemnified Person (including, for purposes of this Section 12.06(a) and Section 12.06(c), any assignee, participant, or successor), then Seller shall (a) make such deduction or withholding, (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due; and (c) pay to Buyer or such other Indemnified Person such additional amounts (the "Additional Amount") as may be necessary so that every net payment received under this Agreement after deduction or withholding for or on account of any Taxes (including any Taxes on such increase and any penalties) is not less than the execution and delivery amount that would have been paid absent such deduction or withholding. The foregoing obligation to pay Additional Amounts, however, will not apply with respect to (i) net income or franchise Taxes imposed on Buyer and/or any other Indemnified Person, with respect to payments required to be made by Seller under the Repurchase Documents, by a taxing jurisdiction in which Buyer or such other Indemnified Person is organized or has a present or former connection, unless such connection arises as a result of such formsPerson having executed, certificates delivered or other documents does not adversely affect performed its obligations or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender received payments under, or the Agentenforced, as the case may be, under this Agreement or any of the other Loan Repurchase Documents; (ii) U.S. withholding Taxes imposed on amounts payable to or for the account of Buyer or another Indemnified Person pursuant to a law in effect on the date on which such Buyer or other Indemnified Person becomes a party hereto, except to the extent that, pursuant to this Section 12.06, amounts with respect to such Taxes were payable to such Buyer's or such other Indemnified Person's assignor, as applicable, immediately before Buyer or such other Indemnified Person became a party hereto or (iii) any U.S. federal withholding Tax imposed pursuant to Section 1471, Section 1472, Section 1473, or under Section 1474 of the Code, each as in effect on the date hereof (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), or any Treasury regulations or administrative guidance promulgated thereunder ("FATCA") (clause (i) through (iii) collectively, "Excluded Taxes"). Promptly after Seller pays any Taxes referred to in connection with any transactions not related this Section 12.06, Seller will send Buyer or the applicable other Indemnified Person evidence of such payment reasonably satisfactory to the transactions contemplated herebysuch Person.

Withholding Taxes. If (a) Notwithstanding any Lender other provision in this Agreement and any provision in other Transaction Agreements, if a Buyer (or Buyers) are mandatory required by the applicable Tax Laws to act as a withholding agent and withhold Tax at source from payments it needs to pay to Sellers, then, and only then, such Buyer(s) shall have the right to deduct and withhold from each such payment the amount it is not a “united states person” within required to withhold Tax from, and pay it, as soon as practical, following its withholding, to the meaning appropriate taxing authority in accordance with the applicable Tax Laws. Each Seller shall promptly take (and/or cause to be taken) all necessary measures, sign (and/or cause to be signed) all necessary legal documents, and use its reasonable commercial efforts to co-operate with Buyers so that Buyers can make the foregoing tax payment on behalf of Sellers in accordance with the applicable Tax Laws. (b) Notwithstanding the provisions of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of 2.6(a): (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction each of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender Buyer shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder deduct and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws withhold from each of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that payments it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, needs to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, Sellers under this Agreement or any other Transaction Agreements insofar as Sellers have furnished to Buyers a withholding Tax exemption/reduction certificate, issued by appropriate taxing authority, evidencing that certain Tax that should be paid by Sellers has been exempted and/or reduced. Each of Buyers shall then withhold the tax on the basis of the exemption/reduction certificate. (ii) each of Buyers shall not have the right to deduct and withhold from each of the payments it needs to make to Sellers under this Agreement or any other Loan DocumentsTransaction Agreements before notifying Sellers 15 days in advance on its intention to deduct and withhold from each of the said payments any amount in order to give Sellers reasonable time to furnish to each of Buyers relevant exemption/reduction certificate. (c) Notwithstanding the provisions of Section 2.6(a) and Section 2.6 (b), or if any Buyer does not deduct Tax from the payment it pays to Sellers, Sellers shall, as soon as practical (but not later than the expiration date of the applicable time limit required under or the applicable Tax Laws for below Tax Return filing and tax payment), file all the Tax Return for the Transactions with, and make payment of Tax (if not duly exempted) to, the appropriate taxing authority in connection accordance with the applicable Tax Laws, and shall, within the above applicable time limit, furnish to such Buyer Tax certificates issued by such taxing authority evidencing that all applicable Tax has been duly paid and/or duly exempted in accordance with the applicable Tax Laws. If any transactions not related Seller breaches any of Section 2.6, Sellers shall indemnify and hold harmless each Buyer from and against any and all Damages resulting therefrom. 23 (d) To the extent that any of the amounts are withheld and paid over to the transactions contemplated hereby.appropriate taxing authority pursuant to Section 2.6 (a), such withheld and paid amounts shall be treated for all purposes of the Transaction Agreements as having been delivered and paid to Sellers in respect of which such deduction and withholding was made. ARTICLE III THE CLOSING 3.1

Withholding Taxes. If Regardless of any Lender is not a “united states person” within action the meaning of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN Company or any successor form specifying Subsidiary employing the applicable tax treaty between Optionee (the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii“Employer”) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding takes with respect to such income; providedany or all federal, howeverstate, that such Lender shall not be required to deliver to Agent the aforesaid forms local or foreign income tax, social insurance, payroll tax, payment on account or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder tax related-items (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers“Tax Related-Items”), to an Affiliate which the Optionee acknowledges that the ultimate liability for all Tax Related-Items associated with the Option is incorporated under and remains the laws of Optionee’s responsibility and may exceed the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon Company and that the reasonable request Company and the sole expense of Borrower, each Lender and Employer (i) make no representations or undertakings regarding the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account treatment of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or Tax Related-Items in connection with any transactions aspect of the Option, including, but not related limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends or dividend equivalents; and (ii) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Tax Related-Items. Further, if Optionee is subject to tax in more than one jurisdiction, the Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax Related-Items in more than one jurisdiction. The Optionee shall, no later than the date as of which the value of an Option first becomes includible in the gross income of the Optionee for purposes of Tax Related-Items, pay to the transactions contemplated herebyCompany and/or the Employer, or make arrangements satisfactory to the Administrator (in its sole discretion) regarding payment of, all Tax Related-Items required by applicable law to be withheld by the Company and/or the Employer with respect to the Option. The obligations of the Company under the Plan shall be conditional on the making of such payments or arrangements, and the Company and/or the Employer shall, to the extent permitted by applicable law, have the right to deduct any such Tax Related-Items from any payment of any kind otherwise due to the Optionee. The Company shall have the right to require the Optionee to remit to the Company an amount in cash sufficient to satisfy any applicable withholding requirements related thereto. With the approval of the Administrator, the Optionee may satisfy the foregoing requirement by either (i) electing to have the Company withhold from delivery of Shares or (ii) delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld (or such other rate that will not cause adverse accounting consequences for the Company). Any such Shares shall be valued at their Fair Market Value on the date as of which the amount of Tax Related-Items to be withheld is determined. Such an election may be made with respect to all or any portion of the Shares to be delivered pursuant to the Option. The Company may also use any other method or combination of methods of obtaining the necessary payment or proceeds, as permitted by applicable law, to satisfy its withholding obligation with respect to any Option. Depending on the withholding method, the Company may withhold or account for Tax Related-Items by considering maximum applicable rates to the extent permitted by the Plan, in which case the Optionee may receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. If the obligation for Tax Related-Items is satisfied by withholding in Shares, for tax purposes, the Optionee shall be deemed to have been issued the full member of Shares issued upon exercise of the Options notwithstanding that a member of the Shares are held back solely for the purpose of paying the Tax Related-Items.

Withholding Taxes. If You agree, as a condition of this grant, that you will make acceptable arrangements to pay any Lender is not withholding or other taxes that may be due as a “united states person” within the meaning of Section 7701(a)(30) result of the Internal Revenue Codegrant of the Performance Shares, your acquisition of Common Stock under this grant, or the payment to you of any dividends hereunder. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to this grant, the Company will have the right, in its sole discretion, to: (1) require that you arrange such Lender payments to the Company or (2) withhold such amounts from other payments due to you from the Company or any affiliate including by an immediate forfeiture of shares of Common Stock subject to the Performance Shares granted pursuant to this Agreement in an amount equal to the withholding or other taxes due. Forfeiture Rights If you should take actions to materially harm the Company, including if such harm results from your competition with the Company or otherwise, the Company shall promptly have the right to cause a forfeiture of your Performance Shares, and, with respect to any shares of Common Stock issued in connection with those Performance Shares during the period commencing twelve (but in any event 12) months prior to your termination of Service with the initial payment Company due to taking such actions to materially harm the Company, the right to cause a forfeiture of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicablegain realized by you (including the shares of Common Stock) deliver due to the Agent two executed copies issuance of such shares of Common Stock. If it is ever determined by the Board that (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments you have engaged in misconduct that contributed to such Lendera material accounting restatement, (ii) Internal Revenue Service Form W-8ECI you have been issued Common Stock in respect of your Performance Shares within three years following the date of the first public issuance or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected filing with the conduct Securities and Exchange Commission of a trade or business in the United States or financial statements that subsequently required restatement, and (iii) other evidence satisfactory the shares of Common Stock were issued to you in respect of your Performance Shares based on the achievement of pre-established performance goals that are later determined, as a result of the accounting restatement, not to have been achieved, then the Board shall have the discretion to determine whether such Common Stock shall be immediately forfeited, in whole or in part, or whether you shall be required to pay to the Agent Company an amount not to exceed the aggregate value of the shares of Common Stock so acquired. In addition, the Common Stock issued in respect of Performance Shares and any gains resulting from the sale of such Common Stock, shall be subject to forfeiture in accordance with the Company’s standard policies relating to such forfeitures and clawbacks, as such policies are in effect at the time of grant of the Performance Shares. Retention Rights This Agreement does not give you the right to be retained by the Company (or any parent, Subsidiaries or affiliates) in any capacity. The Company (and any parent, Subsidiaries or affiliates) reserves the right to terminate your service at any time and for any reason. Shareholder Rights You, or your estate or heirs, do not have any of the rights of a stockholder of the Company, including, without limitation, the right to vote or receive dividends declared or paid on the Common Stock, unless and until the Performance Shares granted to you pursuant to this Agreement are paid in Common Stock and a certificate for such shares of Common Stock has been issued or an appropriate book entry has been made. Adjustments In the event of any stock dividend, stock split, change in the corporate structure affecting the Common Stock, or any change in the corporate structure that is not a Change in Control, the number or kind of shares covered by this grant may be adjusted pursuant to the Plan so that thereafter, subject to the terms and conditions of the adjusted Awards, such Lender is exempt from United States income tax withholding Awards shall entitle the Grantee to receive the kind and amount of securities or property or cash receivable upon any such event by a holder of the number of Performance Shares that would have been receivable with respect to such income; providedAward immediately prior thereto. Your Performance Shares, howeveras applicable, that shall be subject to the terms of any such Lender shall agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Change in Control In the event of a Change in Control prior to the 18 month anniversary of the Grant Date, you will forfeit your Performance Shares and not have any right to receive any Common Stock in respect of this award of Performance Shares. In the event of a Change in Control on or after the 18 month anniversary of the Grant Date, you will be required entitled to deliver to Agent receive in respect of your Performance Shares a pro rata portion (determined as of the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder date of the Change in Control) of the number of shares of Common you would have received had the [Insert performance goals] been achieved on the Calculation Date. Applicable Law This Agreement will be interpreted and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated enforced under the laws of the United States State of Delaware, other than any conflicts or a state thereofchoice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plan The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan, and so notifies have the Agentmeaning set forth in the Plan. This Agreement, the cover page and the Plan constitute the entire understanding between you and the Company regarding this grant of Performance Shares and any shares of underlying Common Stock. Any prior agreements, commitments or negotiations concerning this grant are superseded. Data Privacy In order to administer the Plan, the Company may process personal data about you. Such Lender shall amend or supplement data includes, but is not limited to, the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grant, you give explicit consent to the Company to process any such form personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or evidence as required are employed, including, with respect to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from U.S. resident Grantees, to the Agent of any determination United States, to transferees who shall include the Company and other persons who are designated by the Internal Revenue Service that any payments previously made Company to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to administer the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated herebyPlan.

Withholding Taxes. If The Company shall have the right to withhold from wages or other amounts otherwise payable to the Participant (or a Permitted Assignee thereof), or otherwise require the Participant or Permitted Assignee to pay, any Lender is not federal, state, local or foreign income taxes, withholding taxes, or employment taxes required to be withheld by law or regulations ("Withholding Taxes") arising as a “united states person” within result of the meaning grant of any Award, the vesting of Shares of Restricted Stock, the transfer of any Shares of Restricted Stock, the making of an election under Section 7701(a)(3083(b) (or any similar provision) of the Internal Revenue Code of 1986 (the "Code"), such Lender shall promptly (but in or any other taxable event prior occurring pursuant to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereofPlan, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without Certificate. If, notwithstanding the foregoing, the Participant (or Permitted Assignee) shall fail to actually or constructively make such tax payments as are required, the Company (or its Affiliates) shall, to the extent permitted by law, have the right to deduct any withholding for or on the account such Withholding Taxes from any payment of any tax under kind otherwise due to such Participant or to take such other action as may be necessary to satisfy such Withholding Taxes. In satisfaction of the requirement to pay Withholding Taxes (but only if the Section 10.1(d83(b) hereof Election defined below has not been made with respect to the Restricted Stock awarded hereunder), the Company, in its sole discretion, may elect to satisfy the obligation for Withholding Taxes by retaining a sufficient number of Shares of Restricted Stock that it would otherwise deliver on a particular vesting date equal to the amount of any Withholding Taxes due on such vesting date. Notwithstanding the foregoing discretion, the Company shall satisfy the obligation for Withholding Taxes by retaining a sufficient number of Shares of Restricted Stock that it would otherwise deliver on a particular vesting date equal to the amount of any Withholding Taxes due on such vesting date, unless the Participant has either (a) made the Section 83(b) Election defined below or (b) provided the Company with written notice at least 30 days (or with such withholding at lesser period as may be permitted by the Company in its sole discretion) in advance of such vesting date that the Participant will pay the Withholding Taxes in cash. For purposes of the preceding two sentences, where the Company is to retain Shares to satisfy the obligation for Withholding Taxes, the net amount of Shares to be delivered to the Participant on a reduced ratevesting date shall equal the total number of Shares otherwise deliverable to the Participant on such vesting date (pursuant to Section 7 hereof and the Certificate), provided that less such number of Shares equal to the execution and delivery Fair Market Value of such forms, certificates or other documents does not adversely affect or otherwise restrict Withholding Taxes (as determined in the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated herebyCommittee's sole discretion).

Withholding Taxes. Each of Lessor and Lessee agrees that all payments made by it pursuant to this Agreement, the Lease and any other Operative Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future Taxes of any nature whatsoever now or hereafter imposed, levied, collected, withheld or assessed by any Government Body or taxing authority (all such Taxes being herein referred to as “Withholding Taxes”). If any Lender is not a “united states person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and Withholding Taxes are so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld or deducted from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment made by Lessor or Lessee under this Agreement any Operative Document, Lessor or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the AgentLessee, as the case may be, shall (A) pay to the appropriate Government Body the amount of such Withholding Taxes and make such reports and filings in connection therewith in the time and manner required by Applicable Laws, (B) at the time that the payment upon which the deduction or withholding applies is required to be made, pay to the relevant Indemnified Person any additional amount which is necessary in order for the net amounts received by such Indemnified Person, after deduction or withholding of such Withholding Taxes, to equal the amounts payable to such Indemnified Person had no such deduction or withholding been required and (C) promptly forward to the relevant Indemnified Person an official receipt or other documentation evidencing payment of such Withholding Taxes to such Government Body. Each Indemnified Person agrees to deliver to Lessor or Lessee, at Lessee’s sole cost and expense, as the case may be, such official certificates or documents as may be reasonably requested by Lessor or Lessee in writing from time to time completed and duly executed by such Indemnified Person to establish that payments by Lessor or Lessee to such Indemnified Person hereunder or under this Agreement the Lease or any other Operative Document are, without any prejudice to such Indemnified Person, exempt from or are subject to a reduced rate of Withholding Tax imposed by any Government Body or taxing authority, so long as, in the other Loan DocumentsIndemnified Person’s reasonable determination, it is entitled to claim such reduction or under or exemption. If requested by such Indemnified Person in connection with any transactions not related to the transactions contemplated herebyrequest for certificates or documents hereunder, Lessee shall provide such Indemnified Person with blank forms and instructions for completion thereof.

Withholding Taxes. If The Grantee acknowledges that, regardless of any Lender action taken by the Corporation or the Employing Company, the ultimate liability for any or all income tax, social security, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), is not a “united states person” within and remains his or her responsibility and may exceed the meaning amount withheld by the Corporation or the Employing Company. Furthermore, the Grantee acknowledges that the Corporation and/or the Employing Company (a) make no representations or undertakings regarding the treatment of Section 7701(a)(30) any Tax-Related Items in connection with any aspect of the Internal Revenue CodeRSUs, such Lender shall promptly including the grant, vesting, or settlement of the RSUs or the subsequent sale of Shares; and (but b) do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the Grantee’s participation in the Plan to reduce or eliminate his or her liability for Tax-Related Items or to achieve any event prior particular tax result. Further, if the Grantee has become subject to Tax-Related Items in more than one jurisdiction between the initial payment Date of interest hereunder Grant and the date of any relevant taxable event, the Grantee acknowledges that the Corporation and/or the Employing Company (or prior to its accepting any assignment under Section 13.8 hereofformer Employing Company, as applicable) deliver may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN relevant taxable event, the Grantee shall pay or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence make adequate arrangements satisfactory to the Agent that such Lender is exempt Corporation and/or the Employing Company to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Corporation and/or the Employing Company, or their respective agents, at their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methods: (1) withholding from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms Grantee’s wages or other evidence with respect cash compensation paid to Advances to Borrowers, if such Lender has assigned its entire interest hereunder Grantee by the Corporation and/or the Employing Company; (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws 2) withholding from proceeds of the United States sale of Shares issued upon vesting of the RSUs either through a voluntary sale or through a state thereofmandatory sale arranged by the Corporation (on Grantee’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued upon vesting of the RSUs. If the Corporation gives the Grantee the power to choose the withholding method, and so notifies the AgentGrantee does not make a choice, then the Corporation will withhold in Shares as stated in alternative (3) herein. Such Lender shall amend To avoid negative accounting treatment, the Corporation may withhold or supplement any account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Corporation withholds at a rate other than the minimum statutory rate, such form or evidence as required to insure that it is accuratethe maximum withholding rate, complete and non-misleading at all times. Promptly upon notice from then the Agent refund of any determination over-withheld amount shall be paid in cash and the Grantee will have no entitlement to the Common Stock equivalent. If the Tax-Related Items are satisfied by withholding in Shares issuable upon vesting of the Internal Revenue Service that any payments previously made RSUs, for tax purposes, the Grantee is deemed to such Lender hereunder were have been issued the full number of Shares subject to United States income tax withholding when madethe RSUs, such Lender notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee shall pay to the Agent Corporation or the excess Employing Company, any amount of Tax-Related Items due as a result of any aspect of the aggregate amount required Grantee’s participation in the Plan. The Grantee understands that no Shares or proceeds from the sale of Shares shall be delivered to be withheld from such payments over Grantee, notwithstanding the aggregate amount actually withheld by lapse of the Agentrestrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect thereto. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (Notwithstanding anything in this Section 11 to the extent it is able to do so based upon applicable facts and circumstances)contrary, complete and provide Borrowers with such formsif the RSUs are considered nonqualified deferred compensation, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any fair market value of the other Loan Documents, or under or in connection shares withheld together with any transactions the amount of cash withheld may not related to exceed the transactions contemplated hereby.liability for Tax-Related Items. RESTRICTED STOCK UNIT RETENTION GRANT FORM – February 2014

Withholding Taxes. If Borrower agrees to pay to each Lender such additional amounts as are necessary in order that the net payment of any Lender is not a “united states person” within the meaning of Section 7701(a)(30) amount due hereunder or under any of the Internal Revenue Code, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments other Project Loan Documents to such Lender, after deduction for or withholding of any present or future tax imposed by the United States (ii) subject, in either case, to the provisions of this Section 2.2.8), excluding Excluded Taxes of such Lender, will be the amount that would be required to be paid hereunder or thereunder in the absence of such deduction or withholding. Each Lender shall provide Borrower with a form prescribed by the United States Internal Revenue Service (currently, Form W-8ECI or any successor form evidencing that the income Form W-8BEN) certifying such Lender's exemption from United States withholding taxes with respect to all payments to be received by made to such Lender hereunder is effectively connected under this Agreement and any other Project Loan Document at the date of such certificate, and if any Lender fails to provide Borrower with the conduct of a trade or business prescribed form referred to in the preceding sentence, indicating that such payments are not subject to United States withholding tax or (iii) other evidence satisfactory are subject to such tax at a rate reduced to zero by an applicable tax treaty, Borrower may withhold taxes from payments to or for the Agent account of such Lender at the applicable statutory rate and shall not be obligated to pay any additional amounts described in the first sentence of this Section in respect of the Project Loan; provided, that this sentence shall be inapplicable to such Lender in the event that such Lender is exempt from not able to make the certification set forth in such prescribed form as a result of a change in United States federal income tax withholding with law, regulation or judicial or administrative interpretation occurring after the date hereof, or of an -21- <PAGE> amendment, modification or revocation of an applicable tax treaty or a change in official position regarding the application or interpretation thereof, in each case, occurring after the date hereof. In the event that Borrower is obligated to pay any additional amounts described in the first sentence of this section in respect of the Project Loan, Lender shall make commercially reasonable efforts to change the jurisdiction of its Applicable Lending Office if, in the reasonable judgment of such Lender, doing so would eliminate or reduce Borrower's obligation to pay such additional amounts and would not be disadvantageous to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the AgentLender. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated hereby.SECTION 2.3

Withholding Taxes. If Regardless of any Lender is not a “united states person” within action the meaning of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN Company or any successor form specifying Eligible Subsidiary employing the applicable tax treaty between Optionee (the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii“Employer”) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding takes with respect to such income; providedany or all federal, howeverstate, that such Lender shall not be required to deliver to Agent the aforesaid forms local or foreign income tax, social insurance, payroll tax, payment on account or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder tax related-items (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers“Tax Related-Items”), to an Affiliate which the Optionee acknowledges that the ultimate liability for all Tax Related-Items associated with the Option is incorporated under and remains the laws of Optionee’s responsibility and may exceed the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon Company and that the reasonable request Company and the sole expense of Borrower, each Lender and Employer (i) make no representations or undertakings regarding the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account treatment of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or Tax Related-Items in connection with any transactions aspect of the Option, including, but not related limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Tax Related-Items. Further, if Optionee is subject to tax in more than one jurisdiction, the Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax Related-Items in more than one jurisdiction. The Optionee shall, no later than the date as of which the value of an Option first becomes includible in the gross income of the Optionee for purposes of Tax Related-Items, pay to the transactions contemplated herebyCompany and/or the Employer, or make arrangements satisfactory to the Administrator (in its sole discretion) regarding payment of, all Tax Related-Items required by applicable law to be withheld by the Company and/or the Employer with respect to the Option. The obligations of the Company under the Plan shall be conditional on the making of such payments or arrangements, and the Company and/or the Employer shall, to the extent permitted by applicable law, have the right to deduct any such Tax Related-Items from any payment of any kind otherwise due to the Optionee. The Company shall have the right to require the Optionee to remit to the Company an amount in cash sufficient to satisfy any applicable withholding requirements related thereto. With the approval of the Administrator, the Optionee may satisfy the foregoing requirement by either (i) electing to have the Company withhold from delivery of Shares or (ii) delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld (or such other rate that will not cause adverse accounting consequences for the Company). Any such Shares shall be valued at their Fair Market Value on the date as of which the amount of Tax Related-Items to be withheld is determined. Such an election may be made with respect to all or any portion of the Shares to be delivered pursuant to the Option. The Company may also use any other method or combination of methods of obtaining the necessary payment or proceeds, as permitted by applicable law, to satisfy its withholding obligation with respect to any Option. Depending on the withholding method, the Company may withhold or account for Tax Related-Items by considering maximum applicable rates to the extent permitted by the Plan, in which case the Optionee may receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. If the obligation for Tax Related-Items is satisfied by withholding in Shares, for tax purposes, the Optionee shall be deemed to have been issued the full member of Shares issued upon exercise of the Options notwithstanding that a member of the Shares are held back solely for the purpose of paying the Tax Related-Items.

Withholding Taxes. If any Lender is not a “united states person” within Subversive, the meaning of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereofSurviving Company and Xxxxxx, as applicable) deliver , shall be entitled to deduct and withhold from any consideration, including by way of the sale of Subversive Common Shares by Subversive on behalf of the Person, otherwise payable or otherwise deliverable to a Person under the Xxxxxx Transaction or otherwise hereunder such amounts as it is required to deduct and withhold from such consideration under any provision of any Laws in respect of Taxes. Any such amounts will be deducted, withheld and remitted to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying appropriate Governmental Authority from the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory consideration payable pursuant to the Agent that Xxxxxx Transaction and shall be treated for all purposes under this Agreement as having been paid to the Person in respect of which such Lender is exempt from United States income tax deduction, withholding with respect to such incomeand remittance was made; provided, however, that such Lender deducted and withheld amounts are actually remitted to the appropriate Governmental Authority. At least seven (7) days prior to making any such deduction or withholding, Subversive shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws written notice of the United States or a state thereof, expected withholding amounts to Xxxxxx. Subversive and so notifies Xxxxxx shall reasonably cooperate with each other to reduce the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from amount of withholding Taxes imposed on the Agent payment of any determination by the Internal Revenue Service that amount to any payments previously made Person pursuant to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (this Agreement to the extent it is able permitted by applicable Law, including by reasonably cooperating in order to do so based upon applicable facts execute and circumstances)file any forms or certificates (with any necessary attachments thereto) required to claim an available reduced rate of, complete and provide Borrowers or exemption from, withholding Taxes; provided for clarity, however, that nothing in this Section 2.05 shall preclude Subversive, the Surviving Company or Xxxxxx from timely complying with such forms, certificates or other documents as may be reasonably necessary any obligation to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account withhold Taxes in respect of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated herebyby this Agreement.

Withholding Taxes. If any Lender is not a “united states person” within Notwithstanding anything to the meaning of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but contrary contained herein or in any event prior other document to the initial payment contrary, each of interest hereunder or prior to its accepting any assignment under Section 13.8 hereofPurchaser, as applicable) deliver to the Escrow Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the other applicable tax treaty between the United States payor shall be entitled to deduct and the jurisdiction of such Lender’s domicile which provides for the exemption withhold any required Taxes from withholding on interest any payments to such Lenderbe made hereunder, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income which Taxes are required to be received by such Lender hereunder is effectively connected with the conduct of a trade deducted or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding withheld with respect to the making of any such incomepayment under applicable law; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence except with respect to Advances (a) payments in the nature of compensation to Borrowersbe made to employees or former employees and (b) withholding as a result of the failure to provide the certificates described in ‎Section 6.22, if Purchaser, Escrow Agent or any other applicable payor shall use commercially reasonable efforts to provide the Sellers with a written notice of the intention to withhold at least five (5) Business Days prior to any such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amountwithholding and each of the applicable parties shall use commercially reasonable efforts, any outstanding Advances hereunder at the request and participations in Letters expense of Credit issued hereunder and any Notes issued to it by Borrowers)the payee, to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement minimize any such form withholdings or evidence as required to insure deductions. To the extent that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually amounts are so withheld by the Agent. In additionPurchaser, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Escrow Agent shall (to the extent it is able to do so based upon or any other applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agentpayor, as the case may be, under such withheld amounts (i) shall be remitted by Purchaser, Escrow Agent or other applicable payor, as applicable, to the applicable Governmental Entity, and (ii) shall be treated for all purposes of this Agreement as having been paid to the applicable recipient in respect of which such deduction and withholding was made by Purchaser, Escrow Agent or other applicable payor, as the case may be. To the extent Purchaser, Escrow Agent or any of other applicable payor, as the other Loan Documentscase may be, deducts or under withholds any amount from a Seller that was not required to be deducted or in connection with withheld, and provided that such amount was not remitted to any transactions not related Governmental Entity, such deducted or withheld amount shall be promptly returned to the transactions contemplated herebyapplicable payee party within ten (10) days of a reasonable good faith determination by the payor party that such amount was improperly deducted or withheld.

Withholding Taxes. If Except as otherwise provided in this Agreement, any and all payments by the Borrower to or for the account of any Lender is not a “united states person” within or the meaning of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but in any event prior to the initial payment of interest Administrative Agent hereunder or prior to under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, EXCLUDING, in the case of each Lender and each Agent, taxes imposed on or measured by its accepting any assignment under Section 13.8 hereofincome, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and franchise taxes imposed on it, by the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to which such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with its Applicable Lending Office) or such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits Agent (including without limitation economic benefits) available to such Lender or the Agent, as the case may be) is organized, under this Agreement located or doing business or any political subdivision thereof (all such non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings, and liabilities being hereinafter referred to as "TAXES"). If the Borrower or any of the other Loan Documents, or under its Subsidiaries shall be required by law to deduct any Taxes from or in connection with respect of any transactions not related sum payable under any Loan Document to any Lender or the Administrative Agent, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this SECTION 5.6) such Lender or such Agent receives an amount equal to the transactions contemplated herebysum it would have received had no such deductions been made, (ii) the Borrower or the applicable Subsidiary shall make such deductions, (iii) the Borrower or the applicable Subsidiary shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable law, and (iv) the Borrower or the applicable Subsidiary shall furnish to the Administrative Agent the original or a certified copy of a receipt evidencing payment thereof.

Withholding Taxes. If The Company shall have the right to withhold from wages or other amounts otherwise payable to the Participant (or a Permitted Assignee thereof), or otherwise require the Participant or Permitted Assignee to pay, any Lender is not federal, state, local or foreign income taxes, withholding taxes, or employment taxes required to be withheld by law or regulations (“Withholding Taxes”) arising as a “united states person” within result of the meaning grant or vesting of Shares of Restricted Stock, the transfer of any Shares of Restricted Stock, the making of an election under Section 7701(a)(3083(b) (or any similar provision) of the Internal Revenue Code of 1986 (the “Code”), such Lender shall promptly (but in or any other taxable event prior occurring pursuant to the initial Plan (including, without limitation, the payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies dividends on unvested Shares of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by BorrowersRestricted Stock), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without Certificate. If, notwithstanding the foregoing, the Participant (or Permitted Assignee) shall fail to actually or constructively make such tax payments as are required, the Company (or its Affiliates) shall, to the extent permitted by law, have the right to deduct any withholding for or on the account such Withholding Taxes from any payment of any tax under kind otherwise due to such Participant or Permitted Assignee or to take such other action as may be necessary to satisfy such Withholding Taxes. In satisfaction of the requirement to pay Withholding Taxes (but only if the Section 10.1(d83(b) hereof Election defined below has not been made with respect to the Restricted Stock granted hereunder), the Company, in its sole discretion, may elect to satisfy the obligation for Withholding Taxes by retaining a sufficient number of Restricted Stock that it would otherwise deliver on a particular vesting date equal to the amount of any Withholding Taxes due on such vesting date. Notwithstanding the foregoing discretion, the Company shall satisfy the obligation for Withholding Taxes by retaining a sufficient number of Shares of Restricted Stock that it would otherwise deliver on a particular vesting date equal to the amount of any Withholding Taxes due on such vesting date, unless the Participant has either (a) made the Section 83(b) Election defined below or (b) provided the Company with written notice at least 30 days (or with such withholding at lesser period as may be permitted by the Company in its sole discretion) in advance of such vesting date that the Participant will pay the Withholding Taxes in cash. For purposes of the preceding two sentences, where the Company is to retain Shares to satisfy the obligation for Withholding Taxes, the net amount of Shares to be delivered to the Participant on a reduced ratevesting date shall equal the total number of Shares otherwise deliverable to the Participant on such vesting date (pursuant to Section 7 hereof and the Certificate), provided that less such number of Shares having an aggregate Fair Market Value equal to the execution and delivery amount of such forms, certificates or other documents does not adversely affect or otherwise restrict Withholding Taxes (as determined in the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated herebyCommittee’s sole discretion).

Withholding Taxes. If Either Party may withhold from payments due to the other Party amounts in respect of any Lender is not a “united states person” within withholding Tax that are required by Applicable Laws to be paid to any taxing authority with respect to such payments. In such case, the meaning of Section 7701(a)(30) payor Party shall provide the payee Party with written notice of the Internal Revenue Coderequired withholding as promptly as reasonably practical (and in any event, no later than [****] Business Days) prior to making such payment, and shall provide the payee Party with all relevant documents and correspondence and shall also provide to the payee Party any other cooperation or assistance on a commercially reasonable basis as may be necessary to enable the payee Party to claim exemption from such withholding Taxes and to receive a refund or credit with respect to such withholding Tax. The payor Party shall give proper evidence when available as to the due remittance of any such Tax to the applicable taxing authority. The Parties shall cooperate with each other in seeking benefits (including any exemption from, refund of or reduction in Taxes) under any double taxation or other similar treaty or agreement from time to time in force which may apply to such payments. To the extent such amounts are so deducted and withheld and timely remitted to the relevant tax authorities, such Lender amounts shall promptly (but in any event prior be treated for all purposes under this Agreement as having been paid to the initial payment Party to whom such amounts would otherwise have been paid. Apart from any withholding permitted under this Section 8.8(c) or as otherwise expressly provided in this Agreement, the amounts payable hereunder shall not be reduced on account of interest hereunder or prior to its accepting any assignment under Section 13.8 hereofTaxes. Notwithstanding the foregoing, if, as applicablea result of a Withholding Action by the payor Party (including any assignee or successor), any withholding or deduction of or on account of Taxes (“Withholding”) deliver is required by Applicable Laws and the amount of such Withholding exceeds the amount of Withholding that would have been required if the payor Party had not committed the Withholding Action, then the payor Party shall pay an additional amount to the Agent two executed copies payee Party such that, after Withholding from the payment and such additional amount, the payee Party receives the same amount as it would have received from the payor Party absent such Withholding Action by the payor Party (except to the extent that the payee Party or any of its Affiliates can obtain a refund or credit for such amounts; provided; that the payee Party will be reimbursed for any reasonable out of pocket costs incurred in obtaining such a refund or credit). For the avoidance of doubt, if as a result of a Withholding Action by a payee Party (including any assignee or successor), the amount of Withholding under the law of the applicable jurisdiction exceeds the amount of such Withholding that would been required in the absence of such Withholding Action by the payee Party, the payor Party shall be required to pay any additional amount only to the extent that the payor Party would be required to pay any additional amount to the payee Party pursuant to the preceding sentence if the payee Party had not committed such Withholding Action. For purposes of this Section 8.8(c) “Withholding Action” by a Party means (i) Internal Revenue Service Form W-8BEN a permitted assignment or any successor form specifying sublicense of this Agreement (in whole or in part) by such Party to an Affiliate or a Third Party outside of the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such LenderU.S., (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received exercise by such Lender hereunder is effectively connected with Party of its rights under this Agreement (in whole or in part) through an Affiliate or Third Party outside of the conduct U.S. (or the direct exercise of a trade or business in such rights by an Affiliate of such Party outside of the United States or U.S.), (iii) other evidence satisfactory to the Agent that a redomiciliation of such Lender is exempt from United States income tax withholding with respect to such income; providedParty, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States assignee or a state thereofsuccessor to a jurisdiction outside the U.S., and so notifies the Agent. Such Lender shall amend or supplement (iv) any action by such form or evidence as required to insure Party that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under causes this Agreement or any payment to become subject to Tax in a jurisdiction outside of the other Loan Documents, U.S. or under or subject any payments to Withholding in connection with any transactions jurisdiction that would not related to the transactions contemplated herebyhave been required absent such Withholding Action.

Withholding Taxes. If provision is made in law or regulation of any Lender is not a “united states person” within the meaning country for withholding of Section 7701(a)(30) taxes of the Internal Revenue Codeany type, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder levies or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding charges with respect to any royalty or other amounts payable under this Agreement to a Party (the “Payee”), then the other Party (the “Payor”) shall timely pay such incometax, levy or charge for and on behalf of the Payee to the proper governmental authority, and shall promptly furnish Payee with appropriate proof of payment of the withheld taxes as well as the official receipts sufficient to enable the Payee to claim credits for such payments of taxes; provided, however, that such Lender shall not be required notwithstanding anything in this Agreement to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowerscontrary, if Roche’s assignment of this Agreement leads to the imposition of withholding tax liability on Dicerna that would not have been imposed in the absence of such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amountaction or in an increase in such liability above the liability that would have been imposed in the absence of such action, any outstanding Advances hereunder Roche will indemnify and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement hold harmless Dicerna from any such form additional or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income increased withholding tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall liability (except to the extent it is able that Dicerna or any of its Affiliates can reclaim it, provided that Dicerna will be reimbursed for any reasonable out of pocket costs incurred in the reclaim). The Parties shall cooperate and exercise their reasonable best efforts to do so based upon applicable facts ensure that any such withholding taxes are mitigated or reduced to the extent possible under the provisions of any Applicable Law, and circumstances), complete shall provide the Payee reasonable assistance (including the provision of any tax forms and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary information) in order to allow Borrowersthe Payee to obtain the benefit of any present or future treaty against double taxation or exemption from, refund or reduction in taxes which may apply to such payments. To the extent that a Party is required to deduct and withhold taxes on any such payment pursuant to this Section 13.2, such Party will provide the Payee with written notice of the required withholding as applicablepromptly as reasonably practical (and in any event, no later than [* * *] prior to make any payment making such payment. To the extent such amounts are so deducted and withheld and timely remitted to the relevant tax authorities, such amounts shall be treated for all purposes under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related having been paid to the transactions contemplated herebyParty to whom such amounts would otherwise have been paid.

Withholding Taxes. If any Lender is not a “united states person” within (a) Westgold, Karora, Acquireco, the meaning of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States Depositary and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowerstheir respective agents, as applicable, shall be entitled to make deduct and withhold from any payment Consideration payable or otherwise deliverable to any Karora Shareholder or any other person under this Agreement or and the other Loan Documents without Plan of Arrangement (including any withholding for or on the account payment to Karora Shareholders who have validly exercised their Dissent Rights, and holders of any tax under Section 10.1(dKarora Options, Karora PSUs, Karora DSUs and Karora RSUs) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates Taxes or other documents does not adversely affect amounts as Westgold, Karora, Acquireco, the Depositary or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agenttheir respective agents, as the case may be, may reasonably determine is required to be deducted or withheld with respect to such payment under this Agreement the Tax Act, the Income Tax Assessment Act, the U.S. Tax Code or any provision of Laws in respect of Taxes. For the purposes hereof, all such deducted or withheld amounts shall be treated as having been paid to the person in respect of which such deduction or withholding was made on account of the obligation to make payment to such person hereunder, provided that such deducted or withheld amounts are timely remitted to the appropriate Governmental Entity by or on behalf of Westgold, Karora, Acquireco, the Depositary or their respective agents, as the case may be. To the extent that the amount so required to be deducted or withheld from any payment to a Karora Shareholder or holder of a Karora Option, Karora PSU, Karora DSU or Karora RSU exceeds the cash component, if any, of the amount otherwise payable, subject to prior approval of Westgold, any of Westgold, Karora, Acquireco, the Depositary or their respective agents, as the case may be, are hereby authorized to sell or otherwise dispose of such portion of the Share Consideration or other Loan DocumentsWestgold securities, as applicable, issuable as is necessary to provide sufficient funds to Westgold, Karora, Acquireco, the Depositary or their respective agents, as the case may be, to enable it to comply with all deduction or withholding requirements applicable, and Westgold, Karora, Acquireco, the Depositary or their respective agents, as the case may be, shall remit the applicable portion of the net proceeds of such sale (after deduction of all fees, commissions or costs in respect of such sale) to the appropriate Governmental Entity and shall remit to such Karora Shareholder or holder of a Karora Option, Karora PSU, Karora DSU or Karora RSU, as the case may be, any unapplied balance of the net proceeds of such sale. Any sale will be made in accordance with applicable Laws and at prevailing market prices and none of Westgold, Karora, Acquireco, the Depositary or their respective agents, as the case may be, shall be under any obligation to obtain a particular price, or under indemnify any Karora Shareholder or holder of a Karora Option, Karora PSU, Karora DSU or Karora RSU in connection with any transactions not related to respect of a particular price, for the transactions contemplated herebyportion of the Share Consideration or other Westgold securities, as applicable, so sold.

Withholding Taxes. If Hudbay, the Company, the Depositary, their respective Subsidiaries and any Lender is not a “united states person” within other Person on their behalf, shall be entitled to deduct and withhold from any amounts payable to any Person pursuant to the meaning of Section 7701(a)(30) Arrangement (including any amounts payable pursuant to section 2.3, Article 3 and Article 4 of the Internal Revenue CodePlan of Arrangement), and from all dividends, interest and other amounts payable or distributed to any former Company Shareholder or holders of Company Options, Company Phantom Options, Company PSUs, Company RSUs, Company Phantom RSUs and Company DSUs, such Lender shall promptly (but in any event prior to amounts as Hudbay, the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereofCompany, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN Depositary and their respective Subsidiaries, or any successor form specifying Person on behalf of any of the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments foregoing, is or may be required or permitted to such Lender, (ii) Internal Revenue Service Form W-8ECI deduct or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding withhold with respect to such income; providedpayment under the Tax Act, howeverthe U.S. Tax Code, that or any provision of local, state, federal, provincial or foreign Law, in each case, as amended, or under the administrative practice of the relevant Governmental Entity administering such Lender shall not be required Law, and to deliver to Agent the aforesaid request from any recipient of any payment hereunder any necessary tax forms or any other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, proof of exemption from withholding or any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under similar information. To the laws of the United States extent that amounts are so deducted or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when madewithheld, such Lender deducted or withheld amounts shall pay be treated for all purposes hereof as having been paid to the Agent the excess of the aggregate amount required Person to be withheld from whom such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate)amounts would otherwise have been paid, provided that such deducted or withheld amounts are properly reported and actually remitted to the execution applicable Governmental Entity. In any case where the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable, Hudbay, the Company, the Depositary, their respective Subsidiaries, and delivery any Person on behalf of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agentforegoing, as the case may be, under this Agreement is authorized to sell or any otherwise dispose of such portion of the other Loan Documentsconsideration as is necessary in order to fully fund such liability, or under or in connection with and such Person shall remit any transactions not related unapplied balance of the net proceeds of such sale to the transactions contemplated herebyholder.

Withholding Taxes. If any Lender is not (a)On each vesting date, and on or before the time you receive a “united states person” within the meaning of Section 7701(a)(30) distribution of the Internal Revenue Codeshares of Common Stock in respect of your Restricted Stock Units, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision, including in cash, for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award (the “Withholding Taxes”). Additionally, the Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award by any of the following means or by a combination of such Lender shall promptly means (but in and by accepting this Award you hereby authorize any event prior to of the initial payment following methods of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to satisfying the Agent two executed copies of Withholding Taxes): (i) Internal Revenue Service Form W-8BEN withholding from any compensation otherwise payable to you by the Company or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, an Affiliate; (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income causing you to be received by such Lender hereunder is effectively connected with the conduct of tender a trade or business in the United States or cash payment; (iii) other evidence satisfactory permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Agent that Company and/or its Affiliates; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date shares of Common Stock are issued pursuant to Section 6) equal to the amount of such Lender is exempt from United States income tax withholding with respect to such incomeWithholding Taxes; provided, however, that the number of such Lender shall 4. ​ 166110172 v2 shares of Common Stock so withheld will not be required exceed the amount necessary to deliver satisfy the Withholding Taxes using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to Agent the aforesaid forms or other evidence with respect to Advances to Borrowerssupplemental taxable income; and provided, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amountfurther, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowersqualify for an exemption from application of Section 16(b) of the Exchange Act, as if applicable, such share withholding procedure will be subject to make any payment under this Agreement the express prior approval of the Board or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated herebyCompany’s Compensation Committee.

Withholding Taxes. If any Lender is not a “united states person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but Notwithstanding anything in any event prior this Agreement to the initial payment contrary, each of interest hereunder or prior to its accepting any assignment under Section 13.8 hereofParent, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying Company, Merger Sub, the applicable tax treaty between the United States Surviving Corporation and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments Paying Agent shall be entitled to such Lender, deduct and withhold (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income cause to be received by such Lender hereunder is effectively connected with deducted and withheld) from the conduct amounts otherwise payable to any holder of a trade Company Common Stock or business in the United States holder of equity or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated equity-based awards under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required Company Stock Plan pursuant to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement such amounts as Parent, the Company, Merger Sub, the Surviving Corporation or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Paying Agent, as the case may be, determines are required to be deducted or withheld with respect to the making of such payments under applicable Law. To the extent that amounts are so properly deducted or withheld and timely paid over to the appropriate Governmental Entity by Parent, the Company, Merger Sub, the Surviving Corporation or the Paying Agent, as the case may be, such deducted or withheld amounts shall be treated for all purposes of this Agreement or any as having been paid to the holder of the Company Common Stock or holder of the equity or equity-based awards in respect of which such deduction or withholding was made. If Parent, the Company, Merger Sub, the Surviving Corporation or the Paying Agent determines that any amounts are required to be deducted or withheld (other Loan Documentsthan any deduction or withholding with respect to any payments constituting compensation for services), Parent, the Company, Merger Sub, the Surviving Corporation or under the Paying Agent, as the case may be, shall use commercially reasonable efforts to, prior to deducting or withholding such amounts, notify the holder in connection with respect of which such deduction and withholding is to be made and shall reasonably cooperate in good faith to establish or obtain any transactions not related to exemption from or reduction in the transactions contemplated herebyamount of any withholding that otherwise would be required.

Withholding Taxes. If The Company and Purchaser shall be entitled to deduct and withhold from any Lender is not a “united states person” within consideration payable or otherwise deliverable pursuant to this Agreement such amounts as are required to be deducted and withheld therefrom under any applicable Legal Requirements. To the meaning of Section 7701(a)(30) of the Internal Revenue Codeextent such amounts are so deducted or withheld, and properly remitted, such Lender amounts shall promptly (but in be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. Notwithstanding the foregoing, if the Company or Purchaser determines that any event amount is required to be withheld from any consideration payable or otherwise deliverable pursuant to this Agreement, a reasonable amount of time prior to making any payment that is subject to withholding, the initial payment of interest hereunder Company or prior to its accepting any assignment under Section 13.8 hereof, as applicablePurchaser shall (a) deliver to the Agent two executed copies of notify Seller in writing that (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments payment is subject to such Lenderwithholding, (ii) Internal Revenue Service Form W-8ECI the amount that will be withheld or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct rate of a trade or business in the United States or withholding, and (iii) other evidence satisfactory a reasonable description of the provision of applicable Legal Requirements that requires such withholding and (b) provide Seller a reasonable opportunity to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; providedprovide any forms, howevercertificates, that such Lender shall not be required to deliver to Agent the aforesaid forms applications or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form documents or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from would exempt or reduce the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over or deducted. Purchaser shall reasonably cooperate with Seller with respect to item (b) of the aggregate amount actually withheld by the Agent. In addition, from time prior sentence and with respect to time upon the any reasonable request or application for a refund from a Governmental Entity of amounts previously withheld or deducted and paid over to such Governmental Entity (which, for the sole expense avoidance of Borrowerdoubt, each Lender shall be prepared by Seller and filed by Purchaser). Such cooperation shall include Purchaser, at the Agent Seller’s reasonable written request, requesting an extension from the applicable Governmental Entities for a late submission of any forms, certificates, applications or other documents or evidence that would exempt or reduce the amount required to be withheld or deducted. Within thirtydays after the date of any amounts withheld or deducted by Purchaser in respect of any payment to Seller, Purchaser shall (furnish to Seller the original or a certified copy of a receipt evidencing payment to the applicable Governmental Entity or other evidence reasonably satisfactory to Seller. Without limiting the terms of Section 9.2, to the extent it is able that the consideration payable or otherwise deliverable to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment Person under this Agreement is not reduced by such deductions or withholdings and was subject to deductions or withholdings pursuant to applicable Legal Requirements, such Person shall indemnify Purchaser and its Affiliates (including the Company) and agents for any such amounts of deductions or withholdings imposed by any applicable Governmental Entities, together with any related Losses, other Loan Documents without than Losses attributable to Purchaser’s willful misconduct or gross negligence. The parties will make reasonable best efforts to minimize or eliminate any Tax withholding, including by cooperating with respect to all documentation required by any applicable Governmental Entity or reasonably requested by either party to secure a reduction in the rate of applicable withholding Taxes and qualifying for or on the account benefits of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated herebyapplicable Tax treaty.

Withholding Taxes. If any Lender is not a “united states person” within Notwithstanding anything to the meaning of Section 7701(a)(30) of the Internal Revenue Code, such Lender shall promptly (but contrary contained herein or in any event prior other document to the initial payment contrary, each of interest hereunder or prior to its accepting any assignment under Section 13.8 hereofParent, as applicable) deliver to the Surviving Entity, Escrow Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the other applicable tax treaty between the United States payor shall be entitled to deduct and the jurisdiction of such Lender’s domicile which provides for the exemption withhold any required Taxes from withholding on interest any payments to such Lenderbe made hereunder, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income which Taxes are required to be received by such Lender hereunder is effectively connected with the conduct of a trade deducted or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding withheld with respect to the making of any such incomepayment under applicable law; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence except with respect to Advances payments in the nature of compensation to Borrowersbe made to employees or former employees, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment AmountParent, the Surviving Entity, Escrow Agent or any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under other applicable payor shall provide the laws Representative with a written notice of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement intention to withhold at least five (5) Business Days prior to any such form or evidence as required to insure that it is accurate, complete withholding and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess each of the aggregate amount required applicable parties shall use commercially reasonable efforts to be withheld from minimize any such payments over withholdings or deductions. To the aggregate amount actually extent that amounts are so withheld by Parent, the Agent. In additionSurviving Entity, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Escrow Agent shall (to the extent it is able to do so based upon or any other applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agentpayor, as the case may be, under such withheld amounts (a) shall be remitted by Parent, the Surviving Entity, Escrow Agent or other applicable payor, as applicable, to the applicable Governmental Entity, and (b) shall be treated for all purposes of this Agreement as having been paid to the applicable recipient in respect of which such deduction and withholding was made by Parent, the Surviving Entity, Escrow Agent or other applicable payor, as the case may be. To the extent Parent, the Surviving Entity, Escrow Agent or any of other applicable payor, as the other Loan Documentscase may be, deducts or under withholds any amount from a Unitholder that was not required to be deducted or in connection with any transactions not related withheld, such deducted or withheld amount shall be promptly returned to the transactions contemplated herebyapplicable payee party within ten (10) days of a reasonable good faith determination by the payor party that such amount was improperly deducted or withheld.

Withholding Taxes. If Borrower agrees to pay to each Lender such additional amounts as are necessary in order that the net payment of any Lender is not a “united states person” within the meaning of Section 7701(a)(30) amount due hereunder or under any of the Internal Revenue Code, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments other Supplemental Loan Documents to such Lender, after deduction for or withholding of any present or future tax imposed by the United States (ii) subject, in either case, to the provisions of this Section 2.2.8), excluding Excluded Taxes of such Lender, will be the amount that would be required to be paid hereunder or thereunder in the absence of such deduction or withholding. Each Lender shall provide Borrower with a form prescribed by the United States Internal Revenue Service (currently, Form W-8ECI or any successor form evidencing that the income Form W-8BEN) certifying such Lender's exemption from United States withholding taxes with respect to all payments to be received by made to such Lender hereunder is effectively connected under this Agreement and any other Supplemental Loan Document at the date of such certificate, and if any Lender fails to provide Borrower with the conduct of a trade or business prescribed form referred to in the preceding sentence, indicating that such payments are not subject to United States withholding tax or (iii) other evidence satisfactory are subject to such tax at a rate reduced to zero by an applicable tax treaty, Borrower may withhold taxes from payments to or for the Agent account of such Lender at the applicable statutory rate and shall not be obligated to pay any additional amounts described in the first sentence of this Section in respect of the Supplemental Loan; provided, that this sentence shall be inapplicable to such Lender in the event that such Lender is exempt from not able to make the certification set forth in such prescribed form as a result of a change in United States federal income tax withholding with law, regulation or judicial or administrative interpretation occurring after the date hereof, or of an amendment, modification or revocation of an applicable tax treaty or a change in official position regarding the application or interpretation thereof, in each case, occurring after the date hereof. In the event that Borrower is obligated to pay any additional amounts described in the first sentence of this section in respect of the Supplemental Loan, Lender shall make commercially reasonable efforts to change the jurisdiction of its Applicable Lending Office if, in the reasonable judgment of such Lender, doing so would eliminate or reduce Borrower's obligation to pay such additional amounts and would not be disadvantageous to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated herebyLender.

Withholding Taxes. If any Lender is not a “united states person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code2.18 Target, such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereofParent, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States Purchaser and the jurisdiction Depositary shall be entitled to deduct or withhold from any consideration or amount otherwise payable or deliverable to any Person (including a Target Shareholder exercising Dissent Rights) under the terms of this Agreement and the Plan of Arrangement such Lender’s domicile which provides for amounts as Target, Parent, Purchaser or the exemption from withholding on interest payments Depositary (as the case may be) is required to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding deduct and withhold with respect to such income; providedpayment under any provision of Laws in respect of Taxes. To the extent that amounts are so deducted or withheld, howeversuch deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such deduction or withholding was made, provided that such Lender shall not deducted or withheld amounts are actually remitted to the appropriate Governmental Entity. To the extent that the amount so required to be required deducted or withheld from any payment to a former Target Security Holder exceeds the cash component, if any, of the consideration otherwise payable to such Target Security Holder, each of Target, Purchaser and the Depositary is hereby authorized to deliver to Agent a licensed securities broker (“Broker”) for sale in the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws name of the United States or a state thereof, and so notifies Target Security Holder such portion of the Agent. Such Lender shall amend or supplement any such form or evidence Parent Shares paid as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay consideration to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment Target Security Holder under this Agreement or the other Loan Documents without any withholding for Plan of Arrangement as is reasonably necessary to provide sufficient funds (after the deduction of all fees, commissions or on costs in respect of the account of any tax under Section 10.1(dsale) hereof (or with such withholding at a reduced rate)to Purchaser, provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender Target or the AgentDepositary, as the case may be, to enable it to implement such deduction or withholding, with instruction to the Broker to sell, on the Target Security Holder’s behalf, such Parent Shares at prevailing market prices and to deliver the proceeds to Purchaser, Target or the Depositary (as the case may be). Parent Shares so delivered to a Broker in the name of a Target Security Holder, will be treated for all purposes hereof as having been paid to and received by the Target Security Holder. Purchaser, Target or the Depositary (as the case may be) will notify the Target Security Holder thereof, remit the applicable portion of the net proceeds of such sale (after deduction of all fees, commissions or costs in respect of such sale) to the appropriate Governmental Entity and remit to the Target Security Holder any unapplied balance of the net proceeds of such sale. None of Target, Purchaser or the Depositary shall be under any obligation to obtain or indemnify any such Target Security Holder in respect of a particular price for the Parent Shares so sold. Notwithstanding the foregoing, in lieu of having all or any part of a Target Security Holder’s Parent Shares sold under this Agreement Section 2.18, (i) the Target Security Holder may at any time prior to the Effective Date, provide cash to Target, Purchaser or the Depositary (as the case may be) to fund any required withholding taxes in respect of their Target Securities (as the case may be), provided the cash delivered is sufficient to satisfy any remittance in full or (ii) the Target Security Holder may direct Target, Purchaser or the the Depositary to deduct any required withholding taxes in respect of their Target Securities (as the case may be) from any amount owing at the Effective Date by Target, Purchaser or the Depositary or the (as the case may be) to the Target Security Holder (pursuant to the Plan of Arrangement or otherwise) to fund all or any portion of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated herebysuch required withholding taxes.

Withholding Taxes. Where any amount to be paid by Xxxxxxx to Cidara hereunder is subject to any withholding or similar tax, the parties shall use Commercially Reasonable Efforts to conduct all such acts (including the execution of all such documents) to enable them to take advantage of any applicable double taxation agreement or treaty. If there is no applicable double taxation agreement or treaty, or if an applicable double taxation agreement or treaty reduces but does not eliminate such withholding or similar tax, Melinta shall timely remit such withholding or similar tax to the appropriate Governmental Authority, and Melinta will promptly furnish Cidara with proof of payment of such withholding or similar taxes as well as any Lender official receipts issued by the applicable Governmental Authority or other evidence as is not reasonably requested to establish that such withholding or similar taxes have been paid. Any such amounts deducted by Xxxxxxx in respect of such withholding or similar tax shall be treated as having been paid by Melinta for purposes of this Agreement. Melinta will provide Cidara such assistance as is reasonably required to obtain a “united states person” within the meaning of Section 7701(a)(30) refund of the Internal Revenue Codewithheld or similar taxes, such Lender shall promptly (but in any event prior or to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of obtain a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding credit with respect to such income; providedtaxes paid. Notwithstanding the foregoing, howeverthe parties acknowledge and agree that if Melinta (or its Affiliates, that such Lender shall not be successor or assignee) is required to deliver make a payment to Agent Cidara subject to deduction or withholding of taxes, as described in this Section 8.4, and if the aforesaid forms obligation to deduct or withhold taxes arises, or if the amount of such taxes required to be deducted or withheld is increased solely as a result of any action taken by Melinta or its Affiliates or a successor or assignee, including the assignment or transfer of this Agreement by Melinta pursuant to Section 15.3 or otherwise, or there is a change, whether by corporate continuance, merger or other evidence means, in the tax residency of Melinta, or payments arise or are deemed to arise through a branch of Melinta (each a “Withholding Tax Action”), then notwithstanding anything to the contrary herein, the payment by Xxxxxxx (in respect of which such obligation to deduct or withhold taxes is required) shall be increased by the amount necessary to ensure that Cidara receives an amount equal to the same amount that it would have received had no Withholding Tax Action occurred. Except as otherwise provided in this Agreement, all payments due under this Agreement are exclusive of value added taxes, sales taxes, consumption taxes and other similar taxes (the “Indirect Taxes”). Notwithstanding anything to the contrary in this Agreement, Xxxxxxx shall be responsible for any Indirect Taxes as well as any transfer, documentary, sales use, stamp, registration, value added or other similar tax that is imposed with respect to Advances the payments or the related transfer of rights or other property pursuant to Borrowersthe terms of this Agreement. If the Indirect Taxes originally paid or otherwise borne by the paying party are in whole or in part subsequently determined not to have been chargeable, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters all reasonably necessary steps will be taken by the receiving party to receive a refund of Credit issued hereunder these undue Indirect Taxes from the applicable Governmental Authority and any Notes issued to it amount of undue Indirect Taxes repaid by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay Governmental Authority to the Agent the excess of the aggregate amount required to receiving party will be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (transferred to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without any withholding for or on the account paying party within 45 days of any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), provided that the execution and delivery of such forms, certificates or other documents does not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated herebyreceipt.

Withholding Taxes. If any Lender is not The Company, the Paying Agent, Acquiror, the Surviving Company and each of their Affiliates and Representatives (each a “united states person” within the meaning of Section 7701(a)(30Withholding Agent”) of the Internal Revenue Code, shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement such Lender shall promptly (but in any event prior to the initial payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, amounts as applicable) deliver to the Agent two executed copies of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by Borrowers), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount are required to be deducted or withheld from such payments over therefrom under any provision of U.S. federal, state, local or non-U.S. Tax Law or under any Laws or Orders, and to be provided any reasonably necessary Tax forms, including IRS Form W-9 or the aggregate amount actually withheld appropriate series of IRS Form W-8 or an acknowledgement or receipt in respect of the Tax filings issued by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowersrelevant PRC Taxing authority, as applicable, or any similar information; provided that except with respect to make any payment of wages or compensation, each applicable Withholding Agent shall take good faith efforts to provide the Securityholder Representative with reasonable (and in any case, no less than five (5) Business Days) written notice prior to withholding any amounts payable to Shareholders pursuant to this Section 2.5, which notice shall include the basis for the proposed deduction or withholding under applicable Law and Acquiror will reasonably cooperate with any reasonable request from such Person to obtain reduction of or relief from such deduction or withholding. For the avoidance of doubt, but without limiting any indemnification obligations of the Indemnifying Parties, including those set forth in Article IX and the Holder Support Agreements, or the ability of any Indemnified Party to recover in connection therewith, no Withholding Agent shall deduct or withhold any PN7 Taxes from any consideration payable or otherwise deliverable pursuant to this Agreement at Closing. To the extent such amounts are so deducted or withheld and timely paid to the applicable Governmental Entity in accordance with applicable Law, such amounts shall be treated for all purposes under this Agreement or as having been paid to the other Loan Documents without Person to whom such amounts would otherwise have been paid. To the extent that such amounts are not so deducted and withheld, such Person shall indemnify the applicable Withholding Agent for any withholding for or on the account of Taxes imposed by a Governmental Entity, together with any tax under Section 10.1(d) hereof (or with such withholding at a reduced rate), related Losses; provided that the execution and delivery of such forms, certificates or other documents does applicable Withholding Agent shall not adversely affect or otherwise restrict the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, be indemnified for any related Losses that arise as the case may be, under this Agreement or any a result of the other Loan Documentsapplicable Withholding Agent’s fraud, gross negligence, or under or in connection with any transactions not related to the transactions contemplated herebywillful misconduct.

Withholding Taxes. If The Company shall have the right to withhold from wages or other amounts otherwise payable to the Participant (or a Permitted Assignee thereof), or otherwise require the Participant or Permitted Assignee to pay, any Lender is not federal, state, local or foreign income taxes, withholding taxes, or employment taxes required to be withheld by law or regulations (“Withholding Taxes”) arising as a “united states person” within result of the meaning grant or vesting of Shares of Restricted Stock, the transfer of any Shares of Restricted Stock, the making of an election under Section 7701(a)(3083(b) (or any similar provision) of the Internal Revenue Code of 1986 (the “Code”), such Lender shall promptly (but in or any other taxable event prior occurring pursuant to the initial Plan (including, without limitation, the payment of interest hereunder or prior to its accepting any assignment under Section 13.8 hereof, as applicable) deliver to the Agent two executed copies dividends on unvested Shares of (i) Internal Revenue Service Form W-8BEN or any successor form specifying the applicable tax treaty between the United States and the jurisdiction of such Lender’s domicile which provides for the exemption from withholding on interest payments to such Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing that the income to be received by such Lender hereunder is effectively connected with the conduct of a trade or business in the United States or (iii) other evidence satisfactory to the Agent that such Lender is exempt from United States income tax withholding with respect to such income; provided, however, that such Lender shall not be required to deliver to Agent the aforesaid forms or other evidence with respect to Advances to Borrowers, if such Lender has assigned its entire interest hereunder (including its Revolving Credit Commitment Amount, any outstanding Advances hereunder and participations in Letters of Credit issued hereunder and any Notes issued to it by BorrowersRestricted Stock), to an Affiliate which is incorporated under the laws of the United States or a state thereof, and so notifies the Agent. Such Lender shall amend or supplement any such form or evidence as required to insure that it is accurate, complete and non-misleading at all times. Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made, such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount actually withheld by the Agent. In addition, from time to time upon the reasonable request and the sole expense of Borrower, each Lender and the Agent shall (to the extent it is able to do so based upon applicable facts and circumstances), complete and provide Borrowers with such forms, certificates or other documents as may be reasonably necessary to allow Borrowers, as applicable, to make any payment under this Agreement or the other Loan Documents without Certificate. If, notwithstanding the foregoing, the Participant (or Permitted Assignee) shall fail to actually or constructively make such tax payments as are required, the Company (or its Affiliates) shall, to the extent permitted by law, have the right to deduct any withholding for or on the account such Withholding Taxes from any payment of any tax under kind otherwise due such Participant or Permitted Assignee or to take such other action as may be necessary to satisfy such Withholding Taxes. In satisfaction of the requirement to pay Withholding Taxes (but only if the Section 10.1(d83(b) hereof Election defined below has not been made with respect to the Restricted Stock granted hereunder), the Company, in its sole discretion, may elect to satisfy the obligation for Withholding Taxes by retaining a sufficient number of Restricted Stock that it would otherwise deliver on a particular vesting date equal to the amount of any Withholding Taxes due on such vesting date. Notwithstanding the foregoing discretion, the Company shall satisfy the obligation for Withholding Taxes by retaining a sufficient number of Shares of Restricted Stock that it would otherwise deliver on a particular vesting date equal to the amount of any Withholding Taxes due on such vesting date, unless the Participant has either (a) made the Section 83(b) Election defined below or (b) provided the Company with written notice at least 30 days (or with such withholding at lesser period as may be permitted by the Company in its sole discretion) in advance of such vesting date that the Participant will pay the Withholding Taxes in cash. For purposes of the preceding two sentences, where the Company is to retain Shares to satisfy the obligation for Withholding Taxes, the net amount of Shares to be delivered to the Participant on a reduced ratevesting date shall equal the total number of Shares otherwise deliverable to the Participant on such vesting date (pursuant to Section 7 hereof and the Certificate), provided that less such number of Shares having an aggregate Fair Market Value equal to the execution and delivery amount of such forms, certificates or other documents does not adversely affect or otherwise restrict Withholding Taxes (as determined in the rights and benefits (including without limitation economic benefits) available to such Lender or the Agent, as the case may be, under this Agreement or any of the other Loan Documents, or under or in connection with any transactions not related to the transactions contemplated herebyCommittee’s sole discretion).