Common use of Net Payments Clause in Contracts

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Credit Party hereunder or under any other Credit Document shall to the extent permitted by applicable laws be made free and clear of and without reduction or withholding for any Taxes. (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been made.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments by each Borrower under this Agreement and/or under any Credit Document shall be made without setoff or counterclaim and in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of any obligation present or future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any Governmental Authority, other than any tax (including any franchise tax) imposed on or measured by the net income or net profits of a Bank, or any tax on or measured by the capital of a Bank, pursuant to the income tax laws of the jurisdictions where such Bank's principal or applicable lending office is located (collectively, "Taxes")) shall not be less than the amounts otherwise specified to be paid under this Agreement and/or under any Credit Party Document. If any Borrower is required by law to make any deduction or withholding on account of Taxes from any payment due hereunder or under the Notes, then (a) such Borrower shall timely remit such Taxes to the Governmental Authority imposing the same and (b) the amount payable hereunder or under the Notes will be increased to such amount which, after deduction from such increased amount of all amounts required to be deducted or withheld therefrom, will not be less than the amount otherwise due and payable hereunder. Without prejudice to the foregoing, if any Bank or any Agent is required to make any payment on account of Taxes, the Applicable Borrower will, upon notification by the Bank or the Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. Each Borrower shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income or net profits of such Bank pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to this Section 3.04. For purposes of this Section, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as to any additional amounts payable to a Bank under this Section 3.04 submitted to the Borrower by such Bank shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Taxes, the Borrowers shall promptly furnish to each Bank such certificates, receipts and other documents as may be required (in the judgment of such Bank) to establish any tax credit to which such Bank may be entitled. (b) Each Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) that makes a Loan to a U.S. Borrower agrees to deliver to the U.S. Borrowers and the Administrative Agent on or prior to the Closing Date, or in the case of a Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.04 (unless the respective Bank was already a Bank hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Bank, (i) two accurate and complete original signed copies of Internal Revenue Service Form 4224 or 1001 (or successor or additional forms) certifying to such Bank's entitlement to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note or other Credit Document Document, or (ii) if the Bank is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit P (any such certificate, a "Section 3.04 Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8 (or successor or additional forms) certifying to such Bank's entitlement to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note or other Credit Document. In addition, each Bank agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrowers and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form 4224 or 1001, or Form W-8 and a Section 3.04 Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Bank to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or it shall immediately notify the U.S. Borrowers and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Bank shall not be required to deliver any such form or certificate pursuant to this Section 3.04(b). Notwithstanding anything to the contrary contained in Section 3.04(a), but subject to Section 11.04(b) and Section 3.04(c), (x) the Borrowers shall be entitled, to the extent permitted they are required to do so by applicable laws law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Bank has not provided to the Borrowers U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers shall not be obligated pursuant to Section 3.04(a) hereof to gross up payments to be made free and clear to a Bank in respect of and without reduction income or similar taxes imposed by the United States if (I) such Bank has not provided to the Borrowers the Internal Revenue Service Forms required to be provided to Borrower pursuant to this Section 3.04(b) or (II) in the case of a payment, other than interest, to a Bank described in clause (ii) above, to the extent that such Forms do not establish a complete exemption from withholding for any Taxesof such taxes. (iic) A payment shall not be increased under paragraph Notwithstanding anything to the contrary contained elsewhere in this Section 3.04, the Borrowers, jointly and severally, agree to pay additional amounts and to indemnify each Bank in the manner set forth in Section 3.04(a) (i) above by reason of Swiss Withholding Tax if (A) without regard to the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent identity of the Borrower Representative to jurisdiction requiring the assignment deduction or withholding) in respect of all any amounts deducted or a portion withheld by it as described in the last sentence of its Loans and Commitment under Section 14.6 (Successors and Assigns3.04(b) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law changes after the date Closing Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deduction or withholding of income or similar Taxes. (d) Each Bank which is resident for tax purposes in the United Kingdom and which is making a loan to a U.K. Borrower or which is making a loan to a U.K. Borrower through a U.K. branch hereby represents that it became is a Lender "bank" within the meaning of section 840A Income and Corporation Taxes ▇▇▇ ▇▇▇▇, and that it is beneficially entitled to the interest payable to it under this Agreement, undertakes to notify the U.K. Borrower and the Administrative Agent if either representation ceases to be correct, and further agrees to ensure that such interest is brought within the charge to United Kingdom corporation tax by the person beneficially entitled to the interest. (iiie) If any Credit PartyEach Bank which is not resident for tax purposes in the United Kingdom and which is making a loan to a U.K. Borrower through a branch located outside the United Kingdom agrees to furnish to the tax authorities of the country in which such Bank is resident for tax purposes on or prior to the Closing Date (or if such Bank becomes a Bank after the Closing Date, at or prior to the time the Bank becomes a Bank), for certification and forwarding by such tax authorities to the United Kingdom Inland Revenue, the Administrative Agent or any other applicable Withholding Agent form specified by the United Kingdom Inland Revenue for such purposes. For the avoidance of doubt, a Bank shall be required by applicable law entitled to withhold or deduct any Taxes from any payment, then (Areceive additional amounts pursuant to Section 3.04(a) such Withholding Agent shall withhold or make such deductions as which are reasonably determined by such Withholding Agent attributable to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction imposed during the period that the form is being processed by the United Kingdom Inland Revenue. (f) In addition, the Applicable Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made on account of Indemnified Taxes by or to it hereunder or under its Note or from the execution and delivery by it or registration of, or otherwise with respect to, its participation in this Agreement or the Notes (hereinafter referred to as "Other Taxes, the sum payable by the applicable "). (g) If Holdings or any Credit Party shall be increased as necessary so that after pays any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable amount under this Section 6.4) each Lender 3.04 to a Bank and such Bank determines in its sole discretion that it has actually received or realized in connection therewith any refund or any reduction of, or credit against, its tax liabilities in or with respect to the taxable year in which the additional amount is paid (ora "Tax Benefit"), such Bank shall pay to such Person an amount that the Bank shall, in its sole discretion, determine is equal to the case net benefit, after tax, which was obtained by the Bank in such year as a consequence of such Tax Benefit; provided, however, that (i) such Bank shall not be required to make any payment under this paragraph of this Section 3.04 if an Event of Default shall have occurred and be continuing; (ii) any taxes that are imposed on a Bank as a result of a disallowance or reduction (including through the expiration of any tax credit carryover or carryback of such Bank that otherwise would not have expired) of any Tax Benefit with respect to which such Bank has made a payment to the Administrative Agent Holdings or any Credit Party pursuant to this paragraph of this Section 3.04 shall be treated as a tax for its own account, the Administrative Agentwhich Holdings or such Credit Party is obligated to indemnify such Bank pursuant to this Section 3.04 without any exclusions or defenses; (iii) receives an amount equal such Bank shall not be required to the sum it would have make any payment under this paragraph of this Section 3.04 in excess of such additional amounts received had no by such withholding or deductions been made.Bank; and

Net Payments. All Guarantee Payments required to be made hereunder shall be made by the Guarantor without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Cayman Islands or Bermuda (aeach, a "taxing jurisdiction") Payments Free of Taxes; Obligation or any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to Withhold; Payments on Account of Taxes. be withheld or deducted by (i) Any the laws (or any regulations or ruling promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (ii) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If a withholding or deduction at source is required, the Guarantor shall, subject to certain limitations and all payments by exceptions set forth below, pay to the Holder of any Preferred Security such Additional Amounts as may be necessary so that every Guarantee Payment made to such Holder, after such withholding or deduction, shall not be less than the amount provided for in this Guarantee Agreement to be then due and payable; provided, however, that the Guarantor shall not be required to make payment of such Additional Amounts for or on account of any obligation of any Credit Party hereunder or under any other Credit Document shall to the extent permitted by applicable laws be made free and clear of and without reduction or withholding for any Taxes.of: (ii1) A payment shall not be increased under paragraph (i) above by reason any tax, fee, duty, assessment or governmental charge of Swiss Withholding Tax if (A) the Non-Bank Rules whatever nature which would not have been violated if imposed but for the assigning Lender would have complied fact that such Holder: (A) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with its obligation to obtain the consent relevant taxing jurisdiction other than by reason of the Borrower Representative to the assignment mere ownership of, or receipt of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if payment under, such Preferred Security; (B) presented such Preferred Security for payment in the Lender in relation to which the Swiss Borrower makes the relevant taxing jurisdiction or any political subdivision thereof, unless such Preferred Security could not have been presented for payment was a Qualifying Bank when it became a Lender under this Agreement but on that date elsewhere; or (C) presented such Lender is not or has ceased to be a Qualifying Bank, other Preferred Security more than as a result of any Change in Law thirty (30) days after the date it on which the payment in respect of such Preferred Security first became a Lender under this Agreement. (iii) If any Credit Partydue and payable or provided for, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any paymentwhichever is later, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) except to the extent that the withholding Holder would have been entitled to such Additional Amounts if it had presented such Preferred Security for payment on any day within such period of thirty (30) days; (2) any estate, inheritance, gift, sale, transfer, personal property or deduction similar tax, assessment or other governmental charge; (3) any tax, assessment or other governmental charge that is made on account imposed or withheld by reason of Indemnified Taxes or Other Taxes, the sum payable failure by the applicable Credit Party shall be increased as necessary so that after Holder or the beneficial owner of such Preferred Security to comply with any required withholding reasonable request by the Guarantor or deductions have been made the Trust addressed to the Holder within 90 days of such request (including withholding A) to provide information concerning the nationality, residence or deductions applicable identity of the Holder or such beneficial owner or (B) to additional sums payable under this Section 6.4) each Lender (ormake any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a payment precondition to exemption from all or part of such tax, assessment or other governmental charge; or (4) any combination of items (1), (2) and (3); nor shall Additional Amounts be paid with respect to any Guarantee Payment to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of the related Preferred Security to the Administrative Agent extent such payment would be required by the laws of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the income for its own account, tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts had it been the Administrative Agent) receives an amount equal to the sum it would have received had no Holder of such withholding or deductions been madePreferred Security.

Net Payments. (a) Payments Free All payments made by the Borrower hereunder will be made without setoff or counterclaim. The Borrower will pay, prior to the date on which penalties attach thereto, all present and future income, stamp and other taxes, levies, or costs and charges whatsoever imposed, assessed, levied or collected on or in respect of a Loan and/or the recording, registration, notarization or other formalization thereof and/or any payments of principal, interest or other amounts made on or in respect of a Loan (all such taxes, levies, costs and charges being herein collectively called "Taxes"; Obligation provided that Taxes shall not include taxes imposed on or measured by the overall net income of that Bank (or any alternative tax imposed generally by any relevant jurisdiction in lieu of a tax on net income) by the United States of America or any political subdivision or taxing authority thereof or therein, taxes imposed under Section 884 of the Code or taxes on or measured by the overall net income (or any alternative tax imposed generally by any relevant jurisdiction in lieu of a tax on net income) of that Bank or any foreign office, branch or subsidiary of that Bank by any foreign country or subdivision thereof in which that Bank or that office, branch or subsidiary is doing business). The Borrower shall also pay such additional amounts equal to Withhold; Payments increases in taxes payable by that Bank described in the foregoing proviso which increases are attributable to payments made by the Borrower described in the immediately preceding sentence of this Section. Promptly after the date on Account which payment of any such Tax is due pursuant to applicable law, the Borrower will, at the request of that Bank, furnish to that Bank evidence, in form and substance satisfactory to that Bank, that the Borrower has met its obligation under this Section 4.04. The Borrower will indemnify each Bank against, and reimburse each Bank on demand for, any Taxes, as determined by that Bank in its good faith and reasonable discretion. Such Bank shall provide the Borrower with appropriate receipts for any payments or reimbursements made by the Borrower pursuant to this Section 4.04. (ib) Any and all payments by or on account Each Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of any obligation of any Credit Party hereunder or under any other Credit Document shall the Code) for Federal income tax purposes agrees to provide to the extent permitted by applicable laws be made free and clear of and without reduction Borrower on or withholding for any Taxes. (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative prior to the assignment of all Effective Date, or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 1.14 or Section 12.04 (unless the respective Bank was already a Bank hereunder immediately prior to such assignment or transfer and such Bank is in compliance with the provisions of this Section 4.04(b)), on the date of such assignment or transfer to such Bank, two accurate and complete original signed copies of Internal Revenue Service Form 4224 or 1001 (or successor forms) certifying to such Bank's entitlement to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement or any Note. Each Bank that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, but that is not a corporation (as such term is defined in Section 7701(a)(3) of the Code) for such purposes, agrees to provide to the Borrower on or prior to the Effective Date, or in the case of a Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 1.14 or Section 12.04 (unless the respective Bank was already a Bank hereunder immediately prior to such assignment or transfer and such Bank is in compliance with the provisions of this Section 4.04(b)), on the date of such assignment to such Bank, two accurate and complete original signed copies of Internal Revenue Service Form W-9 (or successor form). In addition, each such Bank agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower two new accurate and complete original signed copies of Internal Revenue Service Form 4224 or 1001, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Bank to a continued exemption from United States withholding tax with respect to payments under this Agreement or any Note, or it shall immediately notify the Borrower and the Administrative Agent for of its own account, the Administrative Agent) receives an amount equal inability to deliver any such form. Notwithstanding anything to the sum contrary contained in Section 4.04(a), (x) the Borrower shall be entitled, to the extent it would have received had no is required to do so by law, to deduct or withhold income or other similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for United States federal income tax purposes and which has not provided to the Borrower such forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 4.04(a) to pay a Bank in respect of income or deductions been madesimilar taxes imposed by the United States or any additional amounts with respect thereto if such Bank has not provided to the Borrower the Internal Revenue Service forms required to be provided to the Borrower pursuant to this Section 4.04(b).

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments made by or on account behalf of any obligation Borrower to or on behalf of any Credit Party Lender or Agent hereunder or under any Loan Document will be made without recoupment, setoff, counterclaim, or other Credit Document shall to defense. To the extent permitted by applicable laws law, all payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest, and fees) to, or on behalf, of any Person shall be made by or on behalf of Borrowers free and clear of and without reduction deduction or withholding for for, or on account of, any TaxesTaxes whatever nature now or hereafter imposed by any Governmental Authority. (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreement. (iiib) If any Credit PartyBorrower makes any payment hereunder or under any Loan Document in respect of which it is required by law to deduct or withhold any Taxes subject to Section 4.7(d) below, such Borrower shall increase the payment hereunder or under any such Loan Document such that the net amount received by the Lender or Administrative Agent equals net amount that would have been received had no such deduction or withholding occurred. To the extent any other applicable Withholding Agent shall be required by applicable law to withhold or deduct Borrower withholds any Taxes from on payments hereunder or under any paymentLoan Document, then (A) such Withholding Agent Borrower shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount to be deducted or withheld or deducted to the relevant taxation or other Governmental Authority, Authority within the time allowed for such payment under applicable law and (C) shall deliver to the extent that the withholding or deduction is Administrative Agent within 30 days after it has made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a such payment to the Administrative Agent for its own account, the applicable authority a receipt issued by such authority (or other evidence satisfactory to Administrative Agent) receives an amount equal evidencing the payment to the sum it would have received had no such withholding authority of all amounts so required to be deducted or deductions been madewithheld from such payment or such other evidence of payment that is reasonably satisfactory to Administrative Agent.

Net Payments. (a) Payments Free All payments made by Company hereunder or under any Loan Document shall be made without setoff, counterclaim, or other defense. To the extent permitted by applicable law, all payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall be made by Company free and clear of and without deduction or withholding for, or account of, any tax, duty, levy, impost, deduction, charge, withholding, or assessment now or hereinafter imposed by any Governmental Authority. (b) If Company makes any payment hereunder or under any Loan Document in respect of which it is required by law to deduct or withhold any Taxes; Obligation , Company shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld (and any taxes withheld or imposed with respect to Withhold; Payments the additional payments required under this Section 4.6(b)) the amount paid to the Lender or Administrative Agent equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 4.6(b). To the extent Company withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or assessments on Account payments hereunder or under any Loan Document, Company shall pay the full amount deducted to the relevant Governmental Authority within the time allowed for payment under applicable law and shall deliver to Administrative Agent within 30 days after it has made payment to such authority a receipt issued by such authority (or other evidence satisfactory to Administrative Agent) evidencing the payment of Taxesall amounts so required to be deducted or withheld from such payment. (c) If any Lender or Administrative Agent is required by law to make any payments of any Taxes on or in relation to any amounts received or receivable hereunder or under any other Loan Document, or any Tax is assessed against a Lender or Administrative Agent with respect to amounts received or receivable hereunder or under any other Loan Document, Company will indemnify such person against (i) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any taxes imposed as a result of the receipt of the payment under this Section 4.6(c). A certificate prepared in good faith as to the amount of such payment by Lender or Administrative Agent shall, absent manifest error, be final, conclusive, and binding on all parties. (i) Any To the extent permitted by applicable law, each Lender that is a Non-U.S. Participant shall deliver to Company and all Administrative Agent on or prior to the Closing Date (or in the case of a Lender that is an Assignee, on the date of such assignment to such Lender) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable form prescribed by the IRS) certifying to such Lender’s entitlement to a complete exemption from, or a reduced rate in, United States withholding tax on interest payments to be made under this Agreement or any Note. If a Lender that is a Non-U.S. Participant is claiming a complete exemption from withholding on interest pursuant to Section 881(c) of the Code, the Lender shall deliver (along with two accurate and complete original signed copies of IRS Form W-8BEN) a certificate substantially in the form of Exhibit 4.6(d) (any such certificate, a “Section 4.6(d)(i) Certificate”). In addition, each Lender that is a Non-U.S. Participant agrees that from time to time after the Closing Date, (or in the case of a Lender that is an Assignee, after the date of the assignment to such Lender), when a lapse in time (or change in circumstances occurs) renders the prior certificates hereunder obsolete or inaccurate in any material respect, such Lender shall, to the extent permitted under applicable law, deliver to Company and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 4.6(d)(i) Certificate, to confirm or establish the entitlement to such Lender or Agent to an exemption from, or reduction in, United States withholding tax on account interest payments to be made under this Agreement or any Note. (ii) Each Lender that is not a Non-U.S. Participant (other than any such Lender which is taxed as a corporation for U.S. federal income tax purposes) shall provide two properly completed and duly executed copies of IRS Form W-9 (or any obligation successor or other applicable form) to Company and Administrative Agent certifying to such Lender or Agent is exempt from United States backup withholding tax. To the extent that a form provided pursuant to this Section 4.6(d)(ii) is rendered obsolete or inaccurate in any material respects as result of any Credit Party hereunder change in circumstances with respect to the status of a Lender or under any other Credit Document shall Administrative Agent, such Lender or Administrative Agent shall, to the extent permitted by applicable laws be made free law, deliver to Company and clear of and without reduction or withholding for any Taxes. (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, the Administrative Agent revised forms necessary to confirm or any other applicable Withholding Agent shall be required by applicable law establish the entitlement to withhold such Lender’s or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such ’s exemption from United States backup withholding or deductions been madetax.

Net Payments. All payments made to the Banks and National City, as the Agent, by AeroCentury hereunder, under any Note or under any other Loan Document will be made without set off, counterclaim or other defense. All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or any political subdivision or taxing authority thereof or therein (abut excluding, except as provided below, any tax imposed on or measured by the gross or net income of a Bank (including all interest, penalties or similar liabilities related thereto) Payments Free pursuant to the laws of Taxes; Obligation to Withhold; Payments on Account the United States of Taxes. (i) Any America or any political subdivision thereof, or taxing authority of the United States of America or any political subdivision thereof, in which the principal office or applicable lending office of such Bank is located), and all payments interest, penalties or similar liabilities with respect thereto (collectively, together with any amounts payable pursuant to the next sentence, "Taxes"). AeroCentury shall also reimburse each Bank, upon the written request of such Bank, for Taxes imposed on or measured by the gross or net income of such Bank pursuant to the laws of the United States of America (or any State or political subdivision thereof), or the jurisdiction (or any political subdivision or taxing authority thereof) in which the principal office or applicable lending office of such Bank is located as such Bank shall determine are payable by such Bank due to the amount of Taxes paid to or on behalf of such Bank pursuant to this or the preceding sentence. If any Taxes are so levied or imposed, AeroCentury agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder, under any Note or under any other Loan Document, after withholding or deduction for or on account of any obligation Taxes, will not be less than the amount provided for herein or in such Note. AeroCentury will furnish to National City upon request certified copies of tax receipts evidencing such payment by AeroCentury. AeroCentury will indemnify and hold harmless National City and each Bank, and reimburse National City or such Bank upon its written request, for the amount of any Credit Party hereunder Taxes so levied or under any other Credit Document imposed and paid or withheld by such Bank. Notwithstanding the preceding paragraph, AeroCentury shall be entitled, to the extent permitted required to do so by law, to deduct or withhold Taxes imposed by the United States of America (or any political subdivision or taxing authority thereof) from interest, fees or other amounts payable hereunder for the account of any Person other than a Bank (x) that is a domestic corporation (as such term is defined in Section 7701 of the Code) for federal income tax purposes (but excluding any foreign office of any Bank) or (y) that has necessary forms on file with AeroCentury for the applicable laws be made free and clear of and without reduction year to the extent deduction or withholding for any Taxes. (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender Taxes is not or has ceased to be a Qualifying Bank, other than required as a result of the filing of such forms, provided that if AeroCentury shall so deduct or withhold any Change in Law after such Taxes, it shall provide a statement to National City and such Bank, setting forth the date it became a Lender under this Agreement. (iii) If any Credit Partyamount of such Taxes so paid or withheld, the Administrative Agent or applicable rate and any other applicable Withholding Agent shall be required by applicable law information or documentation which such Bank may reasonably request for assisting such Bank to withhold or deduct obtain any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding allowable credits or deductions have been made (including withholding for the taxes so deducted or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, withheld in the case of a payment jurisdiction or jurisdictions in which such Bank is subject to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been madetax.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments by the applicable Borrower or the Company under this Agreement and/or the Notes shall be made without setoff or counterclaim and (unless, in the case of Competitive Bid Loans only, otherwise agreed to between the Borrower and the Bank making any such Competitive Bid Loan), in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of any obligation present or future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any Governmental Authority, other than any tax on or measured by the net income of a Bank pursuant to the income tax laws of the United States or of the jurisdictions where such Bank's principal or Applicable Lending Office is located (collectively, "Taxes")) shall not be less than the amounts otherwise specified to be paid under this Agreement and/or the Notes. If the applicable Borrower or the Company is required by law to make any deduction or withholding from any payment due hereunder, then the amount payable will be increased to such amount which, after deduction from such increased amount of all amounts required to be deducted or withheld therefrom, will not be less than the amount otherwise due and payable. Without prejudice to the foregoing, if any Bank or the Administrative Agent is required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America, any State or political subdivision thereof, or the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of any Credit Party hereunder political subdivision or taxing authority of any such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to Section 2. For purposes of this Section, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as to any additional amounts payable to a Bank under any other Credit Document shall this Section 2.10(f) submitted to the extent permitted Company by applicable laws such Bank shall, absent manifest error, be made free final, conclusive and clear of and without reduction binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Taxes, the Company shall promptly furnish to each Bank such certificates, receipts and other documents as may be required (in the judgment of such Bank) to establish any tax credit to which such Bank may be entitled. (ii) A payment Each Bank shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative supply to the assignment of all or Company, within a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law reasonable period after the date it became a Lender under of execution of this Agreement, executed copies of Internal Revenue Service Form 4224 or Form 1001 (which indicates that the respective Bank is entitled to receive interest exempt from United States withholding tax) or any successor Forms, and shall update such Forms as necessary in order to retain their effectiveness, to the extent each such Bank is legally entitled to execute and deliver either of such Forms. (iii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law With respect to withhold or deduct any Taxes from which are paid by any paymentBorrower in accordance with the provisions of this Section 2.10(f), then (A) each Bank receiving the benefits of such Withholding Agent shall withhold or make payments of Taxes hereby agrees to pay to such deductions as are reasonably determined by Borrower any amounts refunded to such Withholding Agent Bank which such Bank determines in its sole discretion to be required by applicable law, (B) a refund in respect of such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been made.

Net Payments. (a) Payments Free Subject to the following sentence, all payments made by or on behalf of the Borrower under this Agreement or any other Credit Document shall be made free and clear of, and without deduction or withholding for or on account of, any current or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding in the case of each Lender and each Agent, (A) overall net income taxes and franchise taxes (imposed in lieu of overall net income taxes) imposed on any Agent or any Lender as a result of a present or former connection between such Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from such Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Credit Document) and (B) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction where the Borrower is located. If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes; Obligation ”) are required to Withhold; Payments on Account be withheld from any amounts payable under this Agreement, the Borrower shall increase the amounts payable to the Administrative Agent or such Lender to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt (or other evidence acceptable to such Lender, acting reasonably) received by the Borrower showing payment thereof. The agreements in this Section 4.4 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (ib) Any and all payments In addition, each Credit Party shall pay any present or future stamp, documentary, excise, property or intangible taxes, charges or similar levies that arise from any payment made by or on account of any obligation of any such Credit Party hereunder or under any other Credit Document Documents or from the execution, delivery or registration or recordation of, performance under, or otherwise with respect to, this Agreement or the other Credit Documents (hereinafter referred to as “Other Taxes”). (c) The Credit Parties shall indemnify each Lender and each Agent for and hold them harmless against the full amount of Non-Excluded Taxes and Other Taxes, and for the full amount of Non-Excluded Taxes and Other Taxes imposed or asserted (whether properly or not) by any jurisdiction on any additional amounts or indemnities payable under this Section 4.4, imposed on or paid by such Lender or such Agent (as the case may be) and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto. This indemnification shall be made within 30 days from the date such Lender or such Agent (as the case may be) makes written demand therefor. (d) To the extent permitted by applicable laws be made free and clear of and without reduction law or withholding for any Taxes.otherwise, each Non-U.S. Lender shall: (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation deliver to obtain the consent of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then two originals of either (Ax) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of Non-U.S. Lender claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, United States Internal Revenue Service Form W-8BEN (together with a payment certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Administrative Agent for its own accountBorrower (within the meaning of Section 864(d)(4) of the Code)), or (y) Internal Revenue Service Form W-8BEN or Form W-8ECI, in each case properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or reduced rate of, U.S. Federal withholding tax on payments by the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been made.Borrower under this Agreement; and

Net Payments. (a) Payments Free All payments by any Borrower of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any principal of, and interest on, the Loans and all payments by or on account of any obligation of any Credit Party other amounts payable hereunder or under any other Credit Document shall to the extent permitted by applicable laws be made free and clear of and without reduction or withholding deduction for any present or future income, stamp or other Taxes. (ii) A payment shall not be increased under paragraph (i) above , fees, duties, withholdings or other charges of any nature whatsoever imposed by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bankany taxing authority, other than as a result Taxes imposed on or measured by any Bank's net income or receipts with respect to payments received hereunder (such non-excluded items being called "Charges"). In the event that any withholding or deduction from any payment to be made by any Borrower hereunder is required in respect of any Change in Law after the date it became a Lender under this Agreement.Charges pursuant to any applicable law, rule or regulation, then such Borrower will: (iiia) If any Credit Party, pay directly to the relevant authority the full amount required to be so withheld or deducted; (b) promptly forward to the Administrative Agent an official receipt or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted documentation satisfactory to the relevant Governmental Authority, and Administrative Agent evidencing such payment to such authority; (Cc) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment pay to the Administrative Agent for its own account, the Administrative Agent) receives an account of the Banks such additional amount or amounts as are necessary to ensure that the net amount actually received by each Bank will equal to the sum it full amount such Bank would have received had no such withholding or deductions deduction been required; and (d) if any Bank receives a refund in respect of any Taxes as to which it has been indemnified by any Borrower or with respect to which any Borrower (or any Person acting on behalf of such Borrower) has paid additional amounts pursuant to this Section 4.7, it shall promptly repay such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower (or such Person acting on behalf of such Borrower) under this Section 4.7 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of such Bank or the Administrative Agent, as the case may be; provided, that such Borrower, upon the request of such Bank or the Administrative Agent, agrees to return such refund (together with any penalties, interest or other charges due in connection therewith to the appropriate taxing authority or other Governmental Authority) to such Bank or the Administrative Agent in the event such Bank or the Administrative Agent is required to pay or to return such refund to the relevant taxing authority or other Governmental Authority. Each Bank that is organized under the laws of a jurisdiction other than the United States shall, prior to the due date of any payments under the Loans, execute and deliver to the Borrowers, on or about the first scheduled payment date in each calendar year, a United States Internal Revenue Service Form 4224 or Form 1001, as may be applicable (or any successor form), appropriately completed. Without prejudice to the survival of any other agreement of the Borrowers hereunder or any other document, the agreements of the Borrowers contained in this Section shall survive satisfaction of the Liabilities and termination of this Agreement.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments made by the Borrower hereunder will be made without setoff or on account of counterclaim. Promptly upon notice from any obligation of any Credit Party hereunder or under any other Credit Document shall Bank to the extent permitted by applicable laws be made free and clear of and without reduction or withholding for any Taxes. (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of Borrower, the Borrower Representative will pay, prior to the assignment date on which penalties attach thereto, all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of all a Loan or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than Competitive Bid Loan solely as a result of the interest rate being determined by reference to the Eurodollar Rate and/or the provisions of this Agreement relating to the Eurodollar Rate and/or the recording, registration, notarization or other formalization of any Change thereof and/or any payments of principal, interest or other amounts made on or in Law respect of a Loan or a Competitive Bid Loan when the interest rate is determined by reference to the Eurodollar Rate (all such taxes, levies, costs and charges being herein collectively called "Taxes"); PROVIDED that Taxes shall not include taxes imposed on or measured by the overall net income or overall net profits of that Bank by the United States of America or any political subdivision or taxing authority thereof or therein, or taxes on or measured by the overall net income or overall net profits of any foreign branch or subsidiary of that Bank by any foreign country or subdivision thereof in which that branch or subsidiary is doing business. The Borrower shall also pay such additional amounts equal to increases in taxes payable by that Bank described in the foregoing proviso which increases are attributable to payments made by the Borrower described in the immediately preceding sentence of this Section 3.04. Promptly after the date it became a Lender under this Agreement. (iii) If on which payment of any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law such Tax is due pursuant to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted Borrower will, at the request of that Bank, furnish to that Bank evidence, in form and substance satisfactory to that Bank, that the relevant Governmental AuthorityBorrower has met its obligation under this Section 3.04. The Borrower will indemnify each Bank against, and (C) reimburse each Bank on demand for, any Taxes, as determined by that Bank in its good faith discretion. Such Bank shall provide the Borrower with appropriate receipts for any payments or reimbursements made by the Borrower pursuant to this Section 3.04. Notwithstanding the foregoing, the Borrower shall be entitled, to the extent that the withholding it is required to do so by law, to deduct or deduction is made withhold (and shall not be required to make payments as otherwise required in this Section 3.04 on account of Indemnified Taxes such deductions or Other Taxeswithholdings) income or other similar taxes imposed by the United States of America from interest, fees or other amounts payable hereunder for the account of any Bank other than a Bank (i) who is a U.S. Person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with the Borrower for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, PROVIDED that if the Borrower shall so deduct or withhold any such taxes, it shall provide a statement to the Agent and such Bank, setting forth the amount of such taxes so deducted or withheld, the sum payable by the applicable Credit Party shall be increased as necessary so that after rate and any required withholding other information or documentation which such Bank may reasonably request for assisting such Bank to obtain any allowable credits or deductions have been made (including withholding for the taxes so deducted or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, withheld in the case of a payment jurisdiction or jurisdictions in which such Bank is subject to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been madetax.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments made by or on account behalf of any obligation of any Credit Party hereunder the Borrower under this Agreement or under any other Credit Document shall to the extent permitted shall, except as otherwise required by applicable laws law, be made free and clear of of, and without reduction deduction or withholding for or on account of, any current or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (i) net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on any Agent or any Lender and (ii) any taxes imposed on any Agent or any Lender as a result of a current or former connection between such Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from such Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Credit Document); provided that, if any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) are required to be withheld from any amounts payable to any Agent or any Lender hereunder, the amounts so payable to such Agent or such Lender shall be increased to the extent necessary to yield to such Agent or such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement had such withholding not been required; provided, however, that the Borrower shall not be required to increase any such amounts payable to any Lender (x) if such Lender fails to comply with the requirements of paragraph (b), (c) or (d) of this Section 5.4, (y) that are with respect to U.S. federal withholding taxes imposed pursuant to FATCA or (z) that are with respect to any U.S. federal withholding taxes imposed as a result of relocation of a Lender’s lending office except to the extent that such Lender was entitled, at the time of such relocation, to receive additional amounts from the Borrower with respect to such Non-Excluded Taxes pursuant to this Section 5.4. Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Administrative Agent for its own account or for the account of such Agent or Lender, as the case may be, a certified copy of an original official receipt (or other evidence acceptable to such Agent or Lender, acting reasonably) received by the Borrower showing payment thereof. In addition, if the Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower shall indemnify the Agents and the Lenders for any incremental taxes, interest, costs or penalties that may become payable by any Agent or any Lender as a result of any such failure. The agreements in this Section 5.4(a) shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. For purposes of this Section 5.4, for the avoidance of doubt the term “Lender” shall include each Letter of Credit Issuer and L/C Participant. (b) Each Lender which is not a “United States person” as defined by Section 7701(a)(30) of the Code (a “Non-U.S. Lender”) shall: (i) deliver to the Borrower and the Administrative Agent two copies of either (x) in the case of Non-U.S. Lender claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, United States Internal Revenue Service (“IRS”) Form W-8BEN (together with a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), (y) IRS Form W-8BEN, Form W-8EXP or Form W-8ECI, in each case properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or reduced rate of, U.S. Federal withholding tax on payments by the Borrower under this Agreement or (z) IRS Form W-8IMY and any attachments (including the forms described in subclauses (x) and (y) above, as applicable); (ii) A payment deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower; and (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Borrower or the Administrative Agent; unless in any such case any change in treaty, law or regulation has occurred prior to the date on which any such delivery would otherwise be required that renders any such form inapplicable or would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender so advises the Borrower and the Administrative Agent. Each Person that shall become a Participant pursuant to Section 13.6 or a Lender pursuant to Section 13.6 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 5.4(b) if such Participant or Lender is not be increased under paragraph (ia “United States person” as defined by Section 7701(a)(30) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not Code; provided, that in the case of a Participant such Participant shall furnish all such required forms and statements to the Lender from which the related participation shall have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative purchased. Notwithstanding anything to the assignment of all contrary, no Lender or Participant shall be required to deliver any form or certification that it is not legally able to deliver. (c) If a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation payment made to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but may be subject to U.S. federal withholding tax under FATCA (which, solely for purposes of this Section 5.4(c), shall include any amendments thereto), such Lender shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent, in each case as may be necessary for the Borrower or the Administrative Agent to comply with its obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. (d) Each Lender that is not a Non-U.S. Lender shall deliver to the Borrower and the Administrative Agent two IRS Forms W-9 (or substitute or successor form), properly completed and duly executed, certifying that such Lender is exempt from United States federal backup withholding tax (i) on that or prior to the date such Lender is not becomes a party to this Agreement, (ii) on or has ceased to be a Qualifying Bankbefore the date that such form expires or becomes obsolete, other than as a result of any Change in Law (iii) after the date occurrence of a change in the Lender’s circumstances requiring a change in the most recent form previously delivered by it became a Lender under this Agreementto the Borrower and the Administrative Agent, and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent. (iiie) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent The Borrower shall not be required by applicable law to withhold indemnify any Lender, or deduct to pay any Taxes from additional amounts to any paymentLender, then in respect of U.S. Federal withholding tax pursuant to paragraph (Aa) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) above to the extent that (i) the obligation to withhold amounts with respect to U.S. Federal withholding or deduction is made tax existed on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable date such Lender became a party to additional sums payable under this Section 6.4) each Lender Agreement (or, in the case of a payment Participant, on the date such Participant became a Participant hereunder); provided, however, that this clause (i) shall not apply to the Administrative Agent extent that (x) the indemnity payments or additional amounts any Lender (or Participant) would be entitled to receive (without regard to this clause (i)) do not exceed the indemnity payment or additional amounts that the person making the assignment, participation or transfer to such Lender (or Participant) would have been entitled to receive in the absence of such assignment, participation or transfer, or (y) such assignment, participation or transfer had been requested by the Borrower, (ii) the obligation to pay such additional amounts would not have arisen but for its own accounta failure by such Lender or Participant to comply with the provisions of paragraph (b), (c) or (d) above or (iii) any of the representations or certifications made by a Lender or Participant pursuant to paragraph (b) above, which are, at the time of such payment, in effect and have not been superseded by subsequent representations or certificates, and the incorrectness of which necessarily results in the imposition of withholding tax pursuant to applicable law, are incorrect at the time a payment hereunder is made, other than by reason of any change in treaty, law or regulation having effect after the date such Lender became a party to this Agreement or such Participant purchased such participation. (f) If the Borrower determines in good faith that a reasonable basis exists for contesting any taxes for which indemnification has been demanded hereunder, the Administrative relevant Lender or Agent, as applicable, shall cooperate with such Borrower in challenging such taxes at such Borrower’s expense if so requested by such Borrower. If any Lender or Agent, as applicable, receives a refund of a tax for which a payment has been made by the Borrower pursuant to this Agreement, which refund in the good faith judgment of such Lender or Agent, as the case may be, is attributable to such payment made by the Borrower, then the Lender or Agent, as the case may be, shall reimburse the Borrower for such amount (together with any interest received from the relevant Governmental Authority thereon) receives an amount equal as the Lender or Agent, as the case may be, determines to be the sum proportion of the refund as will leave it, after such reimbursement, in no better or worse position than it would have received been in if the payment had no not been required. A Lender or Agent shall claim any refund that it determines is available to it, unless it concludes in its reasonable discretion that it would be adversely affected by making such withholding a claim. Neither any Lender nor any Agent shall be obliged to disclose any information regarding its tax affairs or deductions been madecomputations to the Borrower in connection with this paragraph (f) or any other provision of this Section 5.4. (g) Each Lender represents and agrees that, on the Closing Date and at all times during the term of this Agreement, it is not and will not be a conduit entity participating in a conduit financing arrangement (as defined in Section 7701(1) of the Code and the regulations thereunder) with respect to the Borrowings hereunder unless the Borrower has consented to such arrangement prior thereto.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments made by or on account of the Borrower hereunder, under any obligation of any Credit Party hereunder Note or under any other Credit Document shall to the extent permitted by applicable laws will be made without setoff, counterclaim or other defense. All such payments will be made free and clear of of, and without reduction deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (but excluding, except as provided below, any tax imposed on or measured by the net income of a Bank pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Bank is located) and all interest, penalties or similar liabilities with respect thereto (collectively, "Taxes"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower hereunder, under any Note or under any other Credit Document, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. The Borrower shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Bank is located or of any political subdivision or taxing authority of any such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to this or the preceding sentence by the Borrower. The Borrower will furnish to the Administrative Agent within five days after the date the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower. The Borrower will indemnify and hold harmless the Administrative Agent and each Bank, and reimburse the Administrative Agent or such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid or withheld by such Bank. (b) Each Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Restatement Effective Date, or in the case of a Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 1.14 (unless the respective Bank was already a Bank hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Bank, (i) two accurate and complete original signed copies of Internal Revenue Service Form 4224 or 1001 (or successor forms) certifying to such Bank's entitlement to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement, under any Note and under any Credit Document, or (ii) A payment if the Bank is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit C (any such certificate, a "Section 4.04(b)(ii) Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8 (or successor form) certifying to such Bank's entitlement to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement, under any Note and under any Credit Document. In addition, each Bank agrees that from time to time after the Restatement Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form 4224 or 1001, or Form W-8 and a Section 4.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Bank to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement, any Note and under any Credit Document, or it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Bank shall not be increased under paragraph required to deliver any such Form or Certificate pursuant to this Section 4.04(b). Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to the immediately succeeding sentence, (ix) above the Borrower shall be entitled, to the extent it is required to do so by reason law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of Swiss Withholding Tax any Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Bank has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 4.04(a) hereof to gross-up payments to be made to a Bank in respect of income or similar taxes imposed by the United States if (AI) the Non-such Bank Rules would has not have been violated if the assigning Lender would have complied with its obligation provided to obtain the consent of the Borrower Representative the Internal Revenue Service Forms required to be provided to the assignment of all or a portion of its Loans and Commitment under Borrower pursuant to this Section 14.6 (Successors and Assigns4.04(b) or if (BII) in the Lender in relation to which the Swiss Borrower makes the payment was case of a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bankpayment, other than interest, to a Bank described in clause (ii) above, to the extent that such Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 4.04 and except as set forth in Section 12.04(a), the Borrower agrees to pay any additional amounts and to indemnify each Bank in the manner set forth in Section 4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes deducted or withheld by it as described in the immediately preceding sentence as a result of any Change in Law changes after the date it became a Lender under this Agreement. (iii) If Restatement Effective Date in any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay treaty, governmental rule, regulation, guideline or order, or in the full amount withheld or deducted interpretation thereof, relating to the relevant Governmental Authority, and (C) to the extent that the deducting or withholding or deduction is made on account of Indemnified Taxes or Other such Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been made.

Net Payments. (a) Payments Free All payments made by the Borrower hereunder will be made without setoff or counterclaim. The Borrower will pay, prior to the date on which penalties attach thereto, all present and future income, stamp and other taxes, levies, or costs and charges whatsoever imposed, assessed, levied or collected on or in respect of a Loan and/or the recording, registration, notarization or other formalization thereof and/or any payments of principal, interest or other amounts made on or in respect of a Loan (all such taxes, levies, costs and charges being herein collectively called "Taxes"; Obligation provided that Taxes shall not include taxes imposed on or measured by the overall net income of that Bank (or any alternative tax imposed generally by any relevant jurisdiction in lieu of a tax on net income) by the United States of America or any political subdivision or taxing authority thereof or therein, taxes imposed under Section 884 of the Code or taxes on or measured by the overall net income (or any alternative tax imposed generally by any relevant jurisdiction in lieu of a tax on net income) of that Bank or any foreign office, branch or subsidiary of that Bank by any foreign country or subdivision thereof in which that Bank or that office, branch or subsidiary is doing business). The Borrower shall also pay such additional amounts equal to Withhold; Payments increases in taxes payable by that Bank described in the foregoing proviso which increases are attributable to payments made by the Borrower described in the immediately preceding sentence of this Section. Promptly after the date on Account which payment of any such Tax is due pursuant to applicable law, the Borrower will, at the request of that Bank, furnish to that Bank evidence, in form and substance satisfactory to that Bank, that the Borrower has met its obligation under this Section 3.04. The Borrower will indemnify each Bank against, and reimburse each Bank on demand for, any Taxes, as determined by that Bank in its good faith and reasonable discretion. Such Bank shall provide the Borrower with appropriate receipts for any payments or reimbursements made by the Borrower pursuant to this Section 3.04. (ib) Any and all payments by or on account Each Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of any obligation of any Credit Party hereunder or under any other Credit Document shall the Code) for Federal income tax purposes agrees to provide to the extent permitted by applicable laws be made free and clear of and without reduction Borrower on or withholding for any Taxes. (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative prior to the assignment of all Effective Date, or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 1.14 or Section 12.04 (unless the respective Bank was already a Bank hereunder immediately prior to such assignment or transfer and such Bank is in compliance with the provisions of this Section 3.04(b)), on the date of such assignment or transfer to such Bank, two accurate and complete original signed copies of Internal Revenue Service Form 4224 or 1001 (or successor forms) certifying to such Bank's entitlement to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement or any Note. Each Bank that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, but that is not a corporation (as such term is defined in Section 7701(a)(3) of the Code) for such purposes, agrees to provide to the Borrower on or prior to the Effective Date, or in the case of a Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 1.14 or Section 12.04 (unless the respective Bank was already a Bank hereunder immediately prior to such assignment or transfer and such Bank is in compliance with the provisions of this Section 3.04(b)), on the date of such assignment to such Bank, two accurate and complete original signed copies of Internal Revenue Service Form W-9 (or successor form). In addition, each such Bank agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower two new accurate and complete original signed copies of Internal Revenue Service Form 4224 or 1001, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Bank to a continued exemption from United States withholding tax with respect to payments under this Agreement or any Note, or it shall immediately notify the Borrower and the Administrative Agent for of its own account, the Administrative Agent) receives an amount equal inability to deliver any such form. Notwithstanding anything to the sum contrary contained in Section 3.04(a), (x) the Borrower shall be entitled, to the extent it would have received had no is required to do so by law, to deduct or withhold income or other similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for United States federal income tax purposes and which has not provided to the Borrower such forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 3.04(a) to pay a Bank in respect of income or deductions been madesimilar taxes imposed by the United States or any additional amounts with respect thereto if such Bank has not provided to the Borrower the Internal Revenue Service forms required to be provided to the Borrower pursuant to this Section 3.04(b).

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments made by or on account of any obligation of any Credit Party hereunder or the Borrower under any other Credit Document this Agreement shall to the extent permitted by applicable laws be made free and clear of of, and without reduction deduction or withholding for or on account of, any Taxes. (ii) A payment shall not be increased under paragraph current or future income or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (i) above by reason any net income taxes and franchise taxes (imposed in lieu of Swiss Withholding Tax if (Anet income taxes) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but imposed on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, the Administrative Agent or any Lender, (ii) any such taxes attributable to the failure of the Administrative Agent or any Lender to comply with Section 5.3(c) and (iii) any such taxes imposed on the Administrative Agent or any Lender as a result of a current or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other applicable Withholding than any such connection arising solely from the Administrative Agent shall be or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement) (“Taxes”) except to the extent that such deduction or withholding is required by any applicable law law, as modified by the administrative practice of any relevant Governmental Authority then in effect. If any such Taxes are required to withhold or deduct any Taxes be withheld from any paymentamounts payable to the Administrative Agent or any Lender hereunder, then the Borrower shall: (A) promptly notify the Administrative Agent of such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, requirement; (B) such Withholding Agent shall timely promptly pay the full amount withheld or deducted to the relevant Governmental Authority, and Authority when due the full amount required to be deducted or withheld (C) including the full amount of Taxes required to the extent that the withholding be deducted or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable withheld from any additional amount paid by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment Borrower to the Administrative Agent for its own accountor such Lender under this Section 5.3(a); (C) as promptly as possible thereafter, forward to the Administrative Agent) receives Agent and such Lender an amount equal official receipt (or a certified copy), or other documentation reasonably acceptable to the sum it Administrative Agent and such Lender, evidencing such payment to such Governmental Authority; and (D) pay to the Administrative Agent or such Lender, in addition to the payment to which the Administrative Agent or such Lender is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by the Administrative Agent or such Lender, after deduction or withholding for any such Taxes, will equal the full amount the Administrative Agent or such Lender would have received had no such deduction or withholding been required. If the Borrower fails to pay to the relevant Governmental Authority when due any Taxes that it was required to deduct or deductions been madewithhold under this Section 5.3(a) in respect of any payment to or for the benefit of the Administrative Agent or any Lender under this Agreement or fails to furnish the Administrative Agent or such Lender, as applicable, with the documentation referred to in this Section 5.3(a) when required to do so, the Borrower shall forthwith on demand fully indemnify the Administrative Agent or such Lender for any incremental taxes, interest, costs or penalties that may become payable by the Administrative Agent or such Lender as a result of such failure. The Borrower’s obligations under this Section 5.3(a) shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) Notwithstanding Section 5.3(a), the Borrower shall not be required to indemnify or pay any additional amounts in respect of withholding tax applicable to any amount payable under this Agreement pursuant to Section 5.3(a) above to any Non-U.S. Lender, except if any such Loans were assigned, participated or transferred to such Non-U.S. Lender at the request of the Borrower or were assigned, participated or transferred to such Non-U.S. Lender following the occurrence of and during the continuance of an Event of Default pursuant to Section 10.1 or 10.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments made by or on account of the Borrower hereunder, under any obligation of any Credit Party hereunder Note or under any other Credit Document shall to the extent permitted by applicable laws will be made without setoff, counterclaim or other defense. All such payments will be made free and clear of of, and without reduction deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (but excluding, except as provided below, any tax imposed on or measured by the net income of a Bank pursuant to the laws of the jurisdiction (or any political subdivision or taxing authority thereof) in which the principal office or lending office of such Bank is located) and all interest, penalties or similar liabilities with respect thereto (collectively, together with any amounts payable pursuant to the next sentence, "Taxes"). The Borrower shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America (or any State or political subdivision thereof) or the jurisdiction (or any political subdivision or taxing authority thereof) in which the principal office or lending office of such Bank is located as such Bank shall determine are payable by such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to this or the preceding sentence. If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder, under any Note or under any other Credit Document, after withholding or deduction for or on account of any Taxes. (ii) A payment shall , will not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) less than the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the amount provided for herein or in such Note. The Borrower Representative will furnish to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law Administrative Agent within 45 days after the date it became a Lender under this Agreement. (iii) If the payment of any Credit PartyTaxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower will indemnify and hold harmless the Administrative Agent and each Bank, and reimburse the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct such Bank upon its written request, for the amount of any Taxes from any payment, then so levied or imposed and paid or withheld on behalf of such Bank. (Ab) Each Bank that is not a United States person (as such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent term is defined in Section 7701(a)(30) of the Code) agrees to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted deliver to the relevant Governmental AuthorityBorrower and the Administrative Agent, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 12.04 (unless the respective Bank was already a Bank hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Bank, (i) two accurate and complete original signed copies of Internal Revenue Service Form 4224 or 1001 (or successor forms) certifying to such Bank's entitlement to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Bank is not a "bank" within the meaning of Section 881 (c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (x) a certificate (any such certificate, a "Section 4.04(b)(ii) Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8 (or successor form) certifying to such Bank's entitlement to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note; provided, however, that any Bank which has previously delivered such forms which would otherwise satisfy the requirements of this sentence shall hereafter be deemed to have complied with the requirements of this sentence. In addition, each Bank agrees that from time to time, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service form 4224 or 1001, or Form W-8 and a Section 4.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of Bank to a continued exemption form or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate. Notwithstanding anything to the contrary contained in Section 4.04(a), (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for its own account, the account of any Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Bank has not provided to the Borrower and Administrative Agent U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 4.04(a) hereof to gross-up payments to be made to a Bank in respect of income or similar taxes imposed by the United States if such Bank has not provided to the Borrower and the Administrative Agent) receives an amount equal Agent the Internal Revenue Services Forms required to be provided to the sum it would have received had no Borrower and the Administrative Agent pursuant to this Section 4.04(b) or to the extent that such Forms do not establish a complete exemption from withholding or deductions been madeof such taxes.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments made by or on account of any obligation of any Credit Party Borrowers hereunder or under any other Credit Loan Document shall to be made without setoff, counterclaim, or other defense. To the extent permitted by applicable laws law, all payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall be made by Borrowers free and clear of and without reduction deduction or withholding for for, or account of, any Taxestax, duty, levy, impost, deduction, charge, withholding, or assessment now or hereinafter imposed by any Governmental Authority. (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreement. (iiib) If any Credit PartyBorrower makes any payment hereunder or under any Loan Document in respect of which it is required by law to deduct or withhold any Taxes, such Borrower shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld (and any taxes withheld or imposed with respect to the additional payments required under this Section 2.8(b)) the amount paid to the Lender or Administrative Agent equals the amount that was payable hereunder or under any other applicable Withholding Agent such Loan Document without regard to this Section 2.8(b). To the extent any Borrower withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or assessments on payments hereunder or under any Loan Document, such Borrower shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, Authority within the time allowed for payment under applicable law and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment deliver to the Administrative Agent for its own account, within 30 days after it has made payment to such authority a receipt issued by such authority (or other evidence satisfactory to the Administrative Agent) receives an amount equal evidencing the payment of all amounts so required to be deducted or withheld from such payment. (c) If any Lender or Administrative Agent is required by law to make any payments of any Taxes on or in relation to any amounts received or receivable hereunder or under any other Loan Document, or any Tax is assessed against a Lender or Administrative Agent with respect to amounts received or receivable hereunder or under any other Loan Document, each Borrower will indemnify such person against (i) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any Taxes imposed as a result of the receipt of the payment under this Section 2.8(c). A certificate prepared in good faith as to the sum it would have received had no amount of such withholding payment by Lender or deductions been madeAdministrative Agent shall, absent manifest error, be final, conclusive, and binding on all parties.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments made by or on account of any obligation of any Credit Party hereunder or the Borrower under any other Credit Document this Agreement shall to the extent permitted by applicable laws be made free and clear of of, and without reduction deduction or withholding for or on account of, any current or future income or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (A) any net income taxes, franchise taxes (imposed in lieu of net income taxes) and branch profits taxes imposed on the Administrative Agent or any Lender, (B) any such taxes attributable to the failure of the Administrative Agent or any Lender to comply with Section 5.3(c) and (C) any such taxes imposed on the Administrative Agent or any Lender as a result of a current or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement) (“Taxes”) except to the extent that such deduction or withholding is required by any applicable law, as modified by the administrative practice of any relevant Governmental Authority then in effect. (ii) A payment shall not Subject to Section 5.3(b), if any such Taxes are required to be increased under paragraph (i) above by reason of Swiss Withholding Tax if withheld from any amounts payable to the Administrative Agent or any Lender hereunder, the Borrower shall: (A) promptly notify the Non-Bank Rules would not have been violated if Administrative Agent of such requirement; (B) promptly pay to the assigning relevant Governmental Authority when due the full amount required to be deducted or withheld (including the full amount of Taxes required to be deducted or withheld from any additional amount paid by the Borrower to the Administrative Agent or such Lender under this Section 5.3(a)); (C) as promptly as possible thereafter, forward to the Administrative Agent and such Lender an official receipt (or a certified copy), or other documentation reasonably acceptable to the Administrative Agent and such Lender, evidencing such payment to such Governmental Authority; and (D) pay to the Administrative Agent or such Lender, in addition to the payment to which the Administrative Agent or such Lender is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by the Administrative Agent or such Lender, after deduction or withholding for any such Taxes, will equal the full amount the Administrative Agent or such Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all received had no such deduction or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreementwithholding been required. (iii) If the Borrower fails to pay to the relevant Governmental Authority when due any Credit Party, Taxes that it was required to deduct or withhold under this Section 5.3(a) in respect of any payment to or for the benefit of the Administrative Agent or any other applicable Withholding Lender under this Agreement or fails to furnish the Administrative Agent shall be or such Lender, as applicable, with the documentation referred to in Section 5.3(a)(ii)(C) when required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxesdo so, the sum Borrower shall forthwith on demand fully indemnify the Administrative Agent or such Lender for any incremental taxes, interest, costs or penalties that may become payable by the applicable Credit Party Administrative Agent or such Lender as a result of such failure. (iv) The Borrower’s obligations under this Section 5.3(a) shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) Notwithstanding Section 5.3(a), the Borrower shall not be increased as necessary so that after required to indemnify or pay any required additional amounts in respect of withholding or deductions have been made (including withholding or deductions tax applicable to additional sums any amount payable under this Agreement pursuant to Section 6.45.3(a) each above to any Non-U.S. Lender, except if any such Loans were assigned, participated or transferred to such Non-U.S. Lender (orat the request or with the consent of the Borrower or were assigned, in participated or transferred to such Non-U.S. Lender following the case occurrence of a payment and during the continuance of an Event of Default pursuant to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding Section 10.1 or deductions been made10.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments by Borrower under this Agreement and the Notes shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all payments, after deduction or withholding for or on account of any obligation present or future taxes, levies, imposts, duties, or other charges of whatsoever nature imposed by any Credit Party hereunder government or under any other Credit Document shall to political subdivision or taxing authority thereof including, without limitation, documentary and intangible taxes (collectively, the extent permitted by applicable laws be made free and clear of and without reduction or withholding for any “Taxes. (ii”) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) less than the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation amounts otherwise specified to obtain the consent of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender be paid under this Agreement but on that date such Lender is and the Note. Notwithstanding anything to the contrary contained herein, Borrower shall not or has ceased to be a Qualifying Bank, other than as a result liable for the payment of any Change tax on or measured by net income imposed on Agent or Lenders pursuant to the income tax laws of the United States or any political subdivision thereof. Borrower shall pay all Taxes prior to delinquency (and indemnify Agent and Lenders against any liability therefor) and shall promptly (and in Law after any event not later than thirty (30) days thereafter) furnish to Agent any certificates, receipts and other documents which may be required (in the date it became a Lender judgment of Agent) to establish any tax credit to which Agent and Lenders may be entitled. The obligations of Borrower under this AgreementArticle 13.10 shall survive the termination of this Agreement and the repayment of the Facility, but such obligations shall terminate as to any claim or liability for Taxes for which Borrower is responsible pursuant to this Article 13.10 on the same date that any such claim or liability for Taxes is barred by any applicable statute of limitations. (iii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been made.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments by the Borrower under this Agreement and the Note shall be made without setoff or counterclaim and in such amounts as may be necessary in order that all payments, after deduction or withholding for or on account of any obligation present or future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any government or any political subdivision or taxing authority thereof (collectively the "Taxes"), shall not be less than the amounts otherwise specified to be paid under this Agreement and the Note. Notwithstanding anything to the contrary contained in this Section 9.1, the Borrower shall not be liable for the payment of any Credit Party hereunder tax on or under measured by net income imposed on or measured by the net income or portion thereof of the Bank. The Borrower shall pay all Taxes when due (and indemnify the Bank against any liability therefor) and shall promptly (and in any event not later than thirty (30) days thereafter) furnish to the Bank any certificates, receipts and other Credit Document documents which may be required (in the judgment of the Bank) to establish any tax credit to which the Bank may be entitled. The Bank shall promptly reimburse the Borrower upon receipt by the Bank of any refund or credit paid to the Bank for which and to the extent permitted the Bank has previously been reimbursed by applicable laws be made free and clear of and without reduction or withholding for any Taxes. (ii) A payment shall not be increased Borrower under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent this Section. The obligations of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or9.1 shall survive the termination of this Agreement and the repayment of the Notes. The Bank will cooperate with reasonable requests of the Borrower to seek refunds of amounts payable hereunder and to minimize amounts payable hereunder, provided that Borrower shall pay the costs and expenses thereof and provided that such request shall not require any action, in the case opinion of a payment to the Administrative Agent for its own accountBank, which would or may adversely affect the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been madeBank.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments made by or on account of any obligation of any Credit Party Company hereunder or under any other Credit Loan Document shall to be made without setoff, counterclaim, or other defense. To the extent permitted by applicable laws law, all payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall be made by Company free and clear of and without reduction deduction or withholding for for, or account of, any Taxestax, duty, levy, impost, deduction, charge, withholding, or assessment now or hereinafter imposed by any Governmental Authority. (iib) A If Company makes any payment hereunder or under any Loan Document in respect of which it is required by law to deduct or withhold any Taxes, Company shall not be increased increase the payment hereunder or under paragraph any such Loan Document such that after the reduction for the amount of Taxes withheld (i) above by reason of Swiss Withholding Tax if (Aand any taxes withheld or imposed with respect to the additional payments required under this Section 4.6(b)) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative amount paid to the assignment of all Lender or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, the Administrative Agent equals the amount that was payable hereunder or under any other applicable Withholding Agent such Loan Document without regard to this Section 4.6(b). To the extent Company withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or assessments on payments hereunder or under any Loan Document, Company shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental AuthorityAuthority within the time allowed for payment under applicable law and shall deliver to Administrative Agent within 30 days after it has made payment to such authority a receipt issued by such authority (or other evidence satisfactory to Administrative Agent) evidencing the payment of all amounts so required to be deducted or withheld from such payment. (c) If any Lender or Administrative Agent is required by law to make any payments of any Taxes on or in relation to any amounts received or receivable hereunder or under any other Loan Document, or any Tax is assessed against a Lender or Administrative Agent with respect to amounts received or receivable hereunder or under any other Loan Document, Company will indemnify such person against (i) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (Cii) to any taxes imposed as a result of the extent that receipt of the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable payment under this Section 6.4) each Lender (or, 4.6(c). A certificate prepared in the case of a payment good faith as to the amount of such payment by Lender or Administrative Agent for its own accountshall, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been madeabsent manifest error, be final, conclusive, and binding on all parties.

Net Payments. (a) Payments Free Subject to the following sentence, all payments made by or on behalf of the Borrower under this Agreement or any other Credit Document shall be made free and clear of, and without deduction or withholding for or on account of, any current or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding in the case of each Lender and each Agent, (A) overall net income taxes and franchise taxes (imposed in lieu of overall net income taxes) imposed on any Agent or any Lender as a result of a present or former connection between such Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from such Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Credit Document) and (B) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction where the Borrower is located. If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes; Obligation ”) are required to Withhold; Payments on Account be withheld from any amounts payable under this Agreement, the Borrower shall increase the amounts payable to the Administrative Agent or such Lender to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt (or other evidence acceptable to such Lender, acting reasonably) received by the Borrower showing payment thereof. The agreements in this Section 5.4 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (ib) Any and all payments In addition, each Credit Party shall pay any present or future stamp, documentary, excise, property or intangible taxes, charges or similar levies that arise from any payment made by or on account of any obligation of any such Credit Party hereunder or under any other Credit Document Documents or from the execution, delivery or registration or recordation of, performance under, or otherwise with respect to, this Agreement or the other Credit Documents (hereinafter referred to as “Other Taxes”). (c) The Credit Parties shall indemnify each Lender and each Agent for and hold them harmless against the full amount of Non-Excluded Taxes and Other Taxes, and for the full amount of Non-Excluded Taxes and Other Taxes imposed or asserted (whether properly or not) by any jurisdiction on any additional amounts or indemnities payable under this Section 5.4, imposed on or paid by such Lender or such Agent (as the case may be) and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto. This indemnification shall be made within 30 days from the date such Lender or such Agent (as the case may be) makes written demand therefor. (d) To the extent permitted by applicable laws be made free law or otherwise, each Non-U.S. Lender shall: (i) deliver to the Borrower and clear the Administrative Agent two originals of either (x) in the case of Non-U.S. Lender claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, United States Internal Revenue Service Form W-8BEN (together with a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and without reduction is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), or (y) Internal Revenue Service Form W-8BEN or Form W-8ECI, in each case properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or reduced rate of, U.S. Federal withholding for any Taxes.tax on payments by the Borrower under this Agreement; and (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation deliver to obtain the consent of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, the Administrative Agent two further originals of any such form or certification (or any other applicable Withholding Agent shall successor form) after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower; unless in any such case any change in treaty, law or regulation has occurred prior to the date on which any such delivery would otherwise be required by applicable law that renders any such form inapplicable or would prevent such Lender from duly completing and delivering any such form with respect to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been madeit.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any All payments made by the US Borrower and all payments by or on account of any obligation of any Credit Party hereunder or the UK Borrower under any other Credit Document this Agreement shall to the extent permitted by applicable laws be made free and clear of of, and without reduction deduction or withholding for or on account of, any Taxes. current or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (i) net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Lender and (ii) A any taxes imposed on the Administrative Agent or any Lender as a result of a current or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement; provided, however, that the US Borrower shall not be increased required to increase any such amounts payable to any Lender that is not organized under the laws of the United States of America or a state thereof (a “Non-U.S. Lender”) if such Lender fails to comply with the requirements of paragraph (ib) above by reason of Swiss Withholding Tax if (A) the this Section 5.4. Whenever any Non-Bank Rules would not have been violated Excluded Taxes are payable by the US Borrower or the UK Borrower, as the case may be, as promptly as possible thereafter such US Borrower or UK Borrower shall send to the Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt (or other evidence acceptable to such Lender, acting reasonably) received by such US Borrower or the UK Borrower showing payment thereof. In addition, if the assigning Lender would have complied with its obligation US Borrower or the UK Borrower, as the case may be, fails to obtain the consent of the Borrower Representative pay any Non-Excluded Taxes when due to the assignment of all appropriate taxing authority or a portion of its Loans fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the US Borrower or the UK Borrower, as the case may be, shall indemnify the Administrative Agent and Commitment under Section 14.6 (Successors and Assigns) the Lenders for any incremental taxes, interest, costs or if (B) penalties that may become payable by the Administrative Agent or any Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change such failure. The agreements in Law after this Section 5.4(a) shall survive the date it became termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) Each Non-U.S. Lender shall: (i) deliver to the US Borrower and the Administrative Agent two copies of either (x) in the case of Non-U.S. Lender claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, United States Internal Revenue Service Form W-8BEN (together with a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the US Borrower and is not a controlled foreign corporation related to the US Borrower (within the meaning of Section 864(d)(4) of the Code)), or (y) Internal Revenue Service Form W-8BEN or Form W-8ECI, in each case properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or reduced rate of, U.S. Federal withholding tax on payments by the US Borrower under this Agreement.; (ii) deliver to the US Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the US Borrower; and (iii) If any Credit Party, obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the US Borrower or the Administrative Agent Agent; unless in any such case any change in treaty, law or regulation has occurred prior to the date on which any other applicable Withholding Agent such delivery would otherwise be required that renders any such form inapplicable or would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender so advises the US Borrower and the Administrative Agent. Each Person that shall become a Participant pursuant to Section 14.6 or a Lender pursuant to Section 14.6 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 5.4(b); provided, that in the case of a Participant such Participant shall furnish all such required forms and statements to the Lender from which the related participation shall have been purchased. Notwithstanding anything to the contrary, no Lender or Participant shall be required by applicable law to withhold deliver any form or deduct any Taxes from any payment, then certification that it is not legally able to deliver. (Ac) such Withholding Agent The US Borrower shall withhold or make such deductions as are reasonably determined by such Withholding Agent to not be required by applicable lawto indemnify any Non-U.S. Lender, or to pay any additional amounts to any Non-U.S. Lender, in respect of U.S. Federal withholding tax pursuant to paragraph (Ba) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) above to the extent that (i) the obligation to withhold amounts with respect to U.S. Federal withholding or deduction is made tax existed on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable date such Non-U.S. Lender became a party to additional sums payable under this Section 6.4) each Lender Agreement (or, in the case of a Participant that is not organized under the laws of the United States of America or a state thereof (a “Non-U.S. Participant”), on the date such Non-U.S. Participant became a Participant hereunder); provided, however, that this clause (i) shall not apply to the extent that (x) the indemnity payments or additional amounts any Lender (or Participant) would be entitled to receive (without regard to this clause (i)) do not exceed the indemnity payment or additional amounts that the person making the assignment, participation or transfer to such Lender (or Participant) would have been entitled to receive in the absence of such assignment, participation or transfer, or (y) such assignment, participation or transfer had been requested by the US Borrower or the UK Borrower, (ii) the obligation to pay such additional amounts would not have arisen but for a failure by such Non U.S. Lender or Non U.S. Participant to comply with the provisions of paragraph (b) above or (iii) any of the representations or certifications made by a Non-U.S. Lender or Non-U.S. Participant pursuant to paragraph (b) above are incorrect at the time a payment hereunder is made, other than by reason of any change in treaty, law or regulation having effect after the date such representations or certifications were made. (d) Where a Lender is not, or has ceased to be, an Eligible Lender on the due date for payment of any sum under this Agreement, the increased amount due under Section 5.4(a) hereof shall be limited to the amount the UK Borrower would have had to pay if: (i) where that Lender had been a UK Lender before ceasing to be an Eligible Lender, the Lender had remained a UK Lender; (ii) where that Lender had been a Treaty Lender before ceasing to be an Eligible Lender, the Lender had remained a Treaty Lender and an appropriate direction had been given by the United Kingdom Inland Revenue authorizing the UK Borrower to make payment with deduction of tax at a reduced rate in accordance with the provisions of the relevant double taxation agreement; or (iii) where that Lender had not been a Eligible Lender, the Lender had been a UK Lender; this Section 5.4(d) shall not apply to the extent that the UK Borrower would have been required to make a deduction or withholding on account of tax regardless of whether such Lender is an Eligible Lender. This Section 5.4(d) shall not apply in circumstances where a Lender ceases to be an Eligible Lender due to a change in the Requirement of Law or double taxation treaty or in its application or interpretation, in each case taking effect after the Funding Date. (e) If the US Borrower or the UK Borrower determines in good faith that a reasonable basis exists for contesting any taxes for which indemnification has been demanded hereunder, the relevant Lender or the Administrative Agent, as applicable, shall cooperate with such US Borrower or UK Borrower in challenging such taxes at such US Borrower’s or UK Borrower’s expense if so requested by such US Borrower or UK Borrower. If any Lender or the Administrative Agent, as applicable, receives a refund of a tax for which a payment has been made by the US Borrower or the UK Borrower pursuant to this Agreement, which refund in the good faith judgment of such Lender or Administrative Agent, as the case may be, is attributable to such payment made by such US Borrower or UK Borrower, then the Lender or the Administrative Agent, as the case may be, shall reimburse such US Borrower or UK Borrower for such amount (together with any interest received thereon) as the Lender or Administrative Agent, as the case may be, determines to be the proportion of the refund as will leave it, after such reimbursement, in no better or worse position than it would have been in if the payment had not been required. A Lender or Administrative Agent shall claim any refund that it determines is available to it, unless it concludes in its reasonable discretion that it would be adversely affected by making such a claim. Neither any Lender nor the Administrative Agent for shall be obliged to disclose any information regarding its own account, the Administrative Agent) receives an amount equal tax affairs or computations to the sum US Borrower or the UK Borrower in connection with this paragraph (e) or any other provision of this Section 5.4. (f) Each Lender represents and agrees that, on the Funding Date and at all times during the term of this Agreement, it would have received had no is not and will not be a conduit entity participating in a conduit financing arrangement (as defined in Section 7701(1) of the Code and the regulations thereunder) with respect to the Borrowings hereunder unless the US Borrower has consented to such withholding or deductions been madearrangement prior thereto.

Net Payments. (a) Payments Free All payments made by Borrowers hereunder or under any Loan Document shall be made without setoff, counterclaim, or other defense. To the extent permitted by applicable law, all payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall be made by Borrowers free and clear of and without deduction or withholding for, or account of, any tax, duty, levy, impost, deduction, charge, withholding, or assessment now or hereinafter imposed by any Governmental Authority. (b) If any Borrower makes any payment hereunder or under any Loan Document in respect of which it is required by law to deduct or withhold any Taxes; Obligation , such Borrower shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld (and any taxes withheld or imposed with respect to Withhold; Payments the additional payments required under this Section 2.8(b)) the amount paid to the Lender or Administrative Agent equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 2.8(b). To the extent any Borrower withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or assessments on Account payments hereunder or under any Loan Document, such Borrower shall pay the full amount deducted to the relevant Governmental Authority within the time allowed for payment under applicable law and shall deliver to the Administrative Agent within 30 days after it has made payment to such authority a receipt issued by such authority (or other evidence satisfactory to the Administrative Agent) evidencing the payment of Taxesall amounts so required to be deducted or withheld from such payment. (c) If any Lender or Administrative Agent is required by law to make any payments of any Taxes on or in relation to any amounts received or receivable hereunder or under any other Loan Document, or any Tax is assessed against a Lender or Administrative Agent with respect to amounts received or receivable hereunder or under any other Loan Document, each Borrower will indemnify such person against (i) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any Taxes imposed as a result of the receipt of the payment under this Section 2.8(c). A certificate prepared in good faith as to the amount of such payment by Lender or Administrative Agent shall, absent manifest error, be final, conclusive, and binding on all parties. (i) Any To the extent permitted by applicable law, each Lender that is a Non-U.S. Participant shall deliver to the Funds Administrator and all Administrative Agent on or prior to the Initial Borrowing Date (or in the case of a Lender that is an Assignee, on the date of such assignment to such Lender) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable form prescribed by the IRS) certifying to such Lender’s entitlement to a complete exemption from, or a reduced rate in, United States withholding tax on interest payments to be made under this Agreement or any Note. If a Lender that is a Non-U.S. Participant is claiming a complete exemption from withholding on interest pursuant to Section 881(c) of the Code, the Lender shall deliver (along with two accurate and complete original signed copies of IRS Form W-8BEN) a certificate substantially in the form of Exhibit 2.8(d)(i) (any such certificate, a “Section 2.8(d)(i) Certificate”). In addition, each Lender that is a Non-U.S. Participant agrees that from time to time after the Initial Borrowing Date, (or in the case of a Lender that is an Assignee, after the date of the assignment to such Lender), when a lapse in time (or change in circumstances occurs) renders the prior certificates hereunder obsolete or inaccurate in any material respect, such Lender shall, to the extent permitted under applicable law, deliver to the Funds Administrator and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 2.8(d)(i) Certificate, to confirm or establish the entitlement to such Lender or Administrative Agent to an exemption from, or reduction in, United States withholding tax on account interest payments to be made under this Agreement or any Note. (e) Each Lender that is not a Non-U.S. Participant (other than any such Lender which is taxed as a corporation for U.S. federal income tax purposes) shall provide two properly completed and duly executed copies of IRS Form W-9 (or any obligation successor or other applicable form) to Funds Administrator and Administrative Agent certifying to such Lender or Administrative Agent is exempt from United States backup withholding tax. To the extent that a form provided pursuant to this Section 2.8(e) is rendered obsolete or inaccurate in any material respects as result of any Credit Party hereunder change in circumstances with respect to the status of a Lender or under any other Credit Document shall Administrative Agent, such Lender or Administrative Agent shall, to the extent permitted by applicable laws be made free law, deliver to Funds Administrator and clear of and without reduction or withholding for any Taxes. (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, the Administrative Agent revised forms necessary to confirm or any other applicable Withholding Agent shall be required by applicable law establish the entitlement to withhold such Lender’s or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such ’s exemption from United States backup withholding or deductions been madetax.

Net Payments. (a) Payments Free All payments made by each Borrower ------------ hereunder, under any Note or any other Credit Document, will be made without setoff, counterclaim or other defense. Except as provided for in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of Taxes; Obligation whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income (or any franchise tax based on net income) of a Bank pursuant to Withhold; Payments on Account the laws of Taxes. (ithe jurisdiction in which the principal office or applicable lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Bank is located) Any and all payments by interest, penalties or similar liabilities with respect thereto (collectively, "Taxes"). If any Taxes are so levied or imposed, the respective Borrower agrees to pay the full amount of such Taxes and such additional amounts as may be necessary so that every payment of all amounts due hereunder, under any Note or under any other Credit Document, after withholding or deduction for or on account of any obligation Taxes, will not be less than the amount provided for herein or in such Note or in such other Credit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the respective Borrower shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Bank is located or of any Credit Party hereunder political subdivision or taxing authority of any such jurisdiction and for any withholding of income or similar taxes imposed by the United States of America as such Bank shall determine are payable by, or withheld from, such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to this or the preceding sentence. Each Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower. Each Borrower will indemnify and hold harmless the Administrative Agent and each Bank, and reimburse the Administrative Agent or such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid or withheld by such Bank. (b) Each Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes agrees (i) to provide to the Borrower on or prior to the Effective Date two original signed copies of Internal Revenue Service Form 4224 or Form 1001 certifying to such Bank's entitlement to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement, under any Note and under any other Credit Document shall and (ii) that, to the extent permitted by applicable laws be made free and clear legally entitled to do so, (x) with respect to a Bank that is an assignee or transferee of and without reduction or withholding for any Taxes. (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender an interest under this Agreement but on that pursuant to Section 12.04 hereof (unless the respective Bank was already a Bank hereunder immediately prior to such assignment or transfer), upon the date of such Lender assignment or transfer to such Bank, and (y) with respect to any Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes (including, without limitation, any assignee or has ceased transferee), from time to time, upon the reasonable request by either Borrower or the Administrative Agent after the Effective Date, such Bank will provide to each Borrower and the Administrative Agent two original signed copies of Internal Revenue Service Form 4224 or Form 1001 (or any successor forms) certifying to such Bank's entitlement to a complete exemption from, or reduction in, United States withholding tax with respect to payments to be made under this Agreement, under any Note and under any other Credit Document. Notwithstanding anything to the contrary contained in Section 4.04(a), each Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or other similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder (without any obligation under Section 4.04(a) to pay the respective Bank such taxes or any additional amounts with respect thereto) for the account of any Bank which is not a Qualifying United States person (as such term is defined in Section 7701(a)(30) of the Code) for United States federal income tax purposes and which has not provided to such Borrower such forms required to be provided to such Borrower by a Bank pursuant to the first sentence of this Section 4.04(b); provided, that if any such Borrower shall so deduct or withhold any such taxes, it shall provide a statement to the Administrative Agent and such Bank, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other than information or documentation which such Bank may reasonably request for assisting such Bank in obtaining any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Bank is subject to tax. Notwithstanding anything to the contrary contained in the preceding sentence, the Borrowers agree to indemnify each Bank in the manner set forth in Section 4.04(a) in respect of any amounts deducted or withheld by it as described in the previous sentence as a result of any Change in Law changes after the date it became a Lender under this Agreement. (iii) If Effective Date in any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay treaty, governmental rule, regulation, guideline or order, or in the full amount withheld or deducted interpretation thereof, relating to the relevant Governmental Authority, and (C) to the extent that the deducting or withholding of income or deduction is made on account of Indemnified Taxes or Other similar Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been made.

Net Payments. (a) Payments Free All payments under this Credit Agreement and the Revolving Credit Note, the Swingline Note and/or a L/C Reimbursement Obligation shall be made without set-off, counterclaim, recoupment or defense of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any any kind and in such amounts as may be necessary in order that all payments by such payments, after deduction or withholding for or on account of any obligation future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by the United States or any Governmental Authority, other than franchise taxes or any tax on or measured by the gross receipts or overall net income of any Credit Party hereunder or under any other Credit Document shall Lender pursuant to the extent permitted income tax laws of the United States or any State, or the jurisdiction where each Lender’s principal office is located (collectively “Taxes”), shall not be less than the amounts otherwise specified to be paid under this Credit Agreement and the Notes. A certificate as to any additional amounts payable to the Lenders under this Section 2.12 submitted to the Borrower by applicable laws the Lenders shall show in reasonable detail an accounting of the amount payable and the calculations used to determine in good faith such amount and shall be made free and clear conclusive absent manifest or demonstrable error. Any amounts payable by the Borrower under this Section 2.12 with respect to past payments shall be due within ten (10) days following receipt by the Borrower of and without reduction such certificate from the Lenders; any such amounts payable with respect to future payments shall be due within ten (10) days after demand with such future payments. With respect to each deduction or withholding for or on account of any Taxes. , the Borrower shall promptly furnish to the Lenders such certificates, receipts and other documents as may be required (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) in the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent reasonable judgment of the Borrower Representative Lenders) to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation establish any tax credit to which the Swiss Borrower makes the payment was a Qualifying Bank when it became Lenders may be entitled. If a Lender under this Agreement but on that date such Lender or any of its successors or assigns is not or has ceased to be a Qualifying Bankforeign person (i.e., a person other than as a result United States person for United States federal income tax purposes), Lender shall: (a) Not later than the first date of any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable payment by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender Borrower hereunder (or, in the case of a payment to the Administrative Agent for its own accountsuccessor or assignee of a Lender, the Administrative Agentdate such successor or assignee becomes a successor or assignee) receives an amount equal deliver to Borrower and Agent Bank one accurate and complete signed original of Internal Revenue Service Form W-8BEN or W-8ECI (as applicable to it) or any successor form (“Form W-8BEN”), or one accurate and complete signed original certificate required by Treasury Regulation Section 1.1441-1(a) or Section 1.1441-6(c) or any successor form (“Form 1.1441”), as appropriate, in each case indicating that such Lender (or such successor or assign, as applicable) is on the sum date of delivery thereof entitled to receive payments of principal, interest and fees under this Credit Agreement free from withholding of United States federal income tax; (b) If at any time such Lender makes any changes necessitating a new Form W-8BEN or Form 1.1441, with reasonable promptness deliver to Borrower and Agent Bank in replacement for, or in addition to, the forms previously delivered by it would have received had no hereunder, one accurate and complete signed original of form W-8BEN or Form 1.1441, as appropriate, in each case indicating that it is on the date of delivery thereof entitled to receive payments of principal, interest and fees under this Credit Agreement free from withholding of United States federal income tax; and (c) Promptly upon Agent Bank’s or Borrower’s reasonable request to that effect, deliver to Borrower and Agent Bank such other forms or similar documentation as may be required from time to time by applicable law, treaty, rule or regulation in order to establish its tax status for withholding or deductions been madepurposes.

Net Payments. All payments made by the Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payment (abut excluding any tax imposed on or measured by the net income or gross income or gross receipts of any Bank (other than withholding taxes or taxes in lieu of withholding taxes) Payments Free pursuant to the laws of Taxes; Obligation to Withhold; Payments on Account the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the principal office or lending office of Taxes. (isuch Bank is located or in which such Bank is organized or in which such Bank is doing business through a branch or office from which such jurisdiction treats a Loan as having been made) Any and all payments by interest, penalties or similar liabilities with respect thereto (collectively, "Taxes"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes and such additional amounts as may be necessary so that every payment of all amounts due hereunder or under any Note, after withholding or deduction for or on account of any obligation Taxes, will not be less than the amount provided for herein or in such Note. The Borrower shall also reimburse each Bank, upon its written request, which request shall show the basis for calculation of any Credit Party hereunder such reimbursement, for taxes imposed on or under any other Credit Document shall measured by the net income of such Bank pursuant to the extent permitted by applicable laws be made free and clear of and without reduction or withholding for any Taxes. (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative jurisdiction (or any political subdivision or taxing authority thereof or therein) in which its principal office or lending office is located or in which such Bank is organized or in which such Bank is doing business through a branch or office from which such jurisdiction treats a Loan as having been made as it shall determine are payable by it in respect of amounts paid to or on behalf of such Bank pursuant to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) preceding sentence. The Borrower will furnish to the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying applicable Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law within 45 days after the date it became a Lender under this Agreement. (iii) If the payment of any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by Taxes is due pursuant to applicable law to withhold or deduct certified copies of any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted tax receipts available to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been made.Borrower evidencing such

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments made by or on account of any obligation of any Credit Party hereunder or the Borrower under any other Credit Document this Agreement shall to the extent permitted by applicable laws be made free and clear of of, and without reduction deduction or withholding for or on account of, any Taxes. current or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (i) net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Lender and (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) any taxes imposed on the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of a current or former connection between the Lender and the jurisdiction of the Governmental Authority imposing such tax or any Change in Law after political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the date it became Lender having executed, delivered or performed its obligations or received a Lender under payment under, or enforced, this Agreement. ) (iii“Taxes”) except to the extent that such deduction or withholding is required by any applicable law, as modified by the administrative practice of any relevant Governmental Authority then in effect. If any Credit Partysuch Taxes are required to be withheld from any amounts payable to the Lender hereunder, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then Borrower shall: (A) promptly notify the Lender of such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, requirement; (B) such Withholding Agent shall timely promptly pay the full amount withheld or deducted to the relevant Governmental Authority, and Authority when due the full amount required to be deducted or withheld (including the full amount of Taxes required to be deducted or withheld from any additional amount paid by such Borrower to the Lender under this Section 3.3(a); (C) as promptly as possible thereafter, forward to the extent Lender an official receipt (or a certified copy), or other documentation reasonably acceptable to the Lender, evidencing such payment to such Governmental Authority; and (D) pay to the Lender, in addition to the payment to which the Lender is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the withholding or deduction is made on account net amount actually received by the Lender (free and clear of Indemnified Taxes or Other any such Taxes, whether assessed against the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own accountBorrower, the Administrative AgentLender) receives an will equal the full amount equal to the sum it Lender would have received had no such deduction or withholding been required. (ii) If the Borrower fails to pay to the relevant Governmental Authority when due any Taxes that it was required to deduct or deductions withhold under this Section 3.3(a) in respect of any payment to or for the benefit of the Lender under this Agreement or fails to furnish the Lender with the documentation referred to in this Section 3.3(a) when required to do so, the Borrower shall forthwith on demand fully indemnify the Lender for any incremental taxes, interest, costs or penalties that may become payable by the Lender as a result of such failure. (iii) The Borrower’s obligations under this Section 3.3(a) shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) If the Borrower determines in good faith that a reasonable basis exists for contesting any taxes for which indemnification has been madedemanded hereunder, the Lender shall cooperate with the Borrower in challenging such taxes at the Borrower’s expense if so requested by the Borrower. If the Lender receives a refund of, or credit for, a Tax for which a payment has been made by the Borrower pursuant to this Agreement, which refund or credit in the good faith judgment of the Lender is attributable to such payment made by the Borrower, then the Lender shall reimburse the Borrower for such amount as the Lender determines to be the proportion of the refund or credit as will leave it, after such reimbursement, in no better or worse position than it would have been in if the payment had not been required. The Lender shall claim any refund or credit that it determines is available to it, unless it concludes in its reasonable discretion that it would be adversely affected by making such a claim. The Lender shall not be obliged to disclose any information regarding its tax affairs or computations to the Borrower in connection with this paragraph (b) or any other provision of this Section 3.3.

Net Payments. (a1) Payments Free All payments made to the Banks and the Agent by Borrower hereunder, under any Note or under any other Loan Document will be made without setoff, counterclaim or other defense. All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of Taxes; Obligation whatever nature now or hereafter imposed by any jurisdiction or any political subdivision or taxing authority thereof or therein (but excluding, except as provided below, any tax imposed on or measured by the gross or net income of a Bank (including all interest, penalties or similar liabilities related thereto) pursuant to Withhold; Payments on Account the laws of Taxes. (i) Any the United States of America or any political subdivision thereof, or taxing authority of the United States of America or any political subdivision thereof, in which the principal office or applicable lending office of such Bank is located), and all payments interest, penalties or similar liabilities with respect thereto (collectively, together with any amounts payable pursuant to the next sentence, "TAXES"). Borrower shall also reimburse each Bank, upon the written request of such Bank, for Taxes imposed on or measured by the gross or net income of such Bank pursuant to the laws of the United States of America (or any State or political subdivision thereof), or the jurisdiction (or any political subdivision or taxing authority thereof) in which the principal office or applicable lending office of such Bank is located as such Bank shall determine are payable by such Bank due to the amount of Taxes paid to or on behalf of such Bank pursuant to this or the preceding sentence. If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder, under any Note or under any other Loan Document, after withholding or deduction for or on account of any obligation Taxes, will not be less than the amount provided for herein or in such Note. Borrower will furnish to the Agent upon request certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Agent and each Bank, and reimburse the Agent or such Bank upon its written request, for the amount of any Credit Party hereunder Taxes so levied or under any other Credit Document imposed and paid or withheld by such Bank. (2) Notwithstanding the preceding paragraph (1), Borrower shall be entitled, to the extent permitted required to do so by law, to deduct or withhold Taxes imposed by the United States of America (or any political subdivision or taxing authority thereof) from interest, fees or other amounts payable hereunder for the account of any Person other than a Bank (x) that is a domestic corporation (as such term is defined in Section 7701 of the Code) for federal income tax purposes (but excluding any foreign office of any Bank) or (y) that has necessary forms on file with Borrower for the applicable laws be made free and clear of and without reduction year to the extent deduction or withholding for any Taxes. (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender Taxes is not or has ceased to be a Qualifying Bank, other than required as a result of the filing of such forms, provided that if Borrower shall so deduct or withhold any Change in Law after such Taxes, it shall provide a statement to the date it became a Lender under this Agreement. (iii) If any Credit PartyAgent and such Bank, setting forth the amount of such Taxes so deducted or withheld, the Administrative Agent or applicable rate and any other applicable Withholding Agent shall be required by applicable law information or documentation which such Bank may reasonably request for assisting such Bank to withhold or deduct obtain any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding allowable credits or deductions have been made (including withholding for the taxes so deducted or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, withheld in the case of a payment jurisdiction or jurisdictions in which such Bank is subject to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been madetax.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. All payments under this Agreement shall be made without setoff or counterclaim and in such amounts as may be necessary in order that all such payments (i) Any and all payments by after deduction or withholding for or on account of any obligation present or future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any government or any political subdivision or taxing authority thereof (herein collectively called the "Taxes") other than any Taxes on or measured by the net income, net worth or shareholders' capital of a Bank or a Participant pursuant to the income tax laws of the jurisdiction where such Bank's principal or lending office is located or where such Participant's principal or participating office is located) shall not be less than the amounts otherwise specified to be paid under this Agreement and the Notes; PROVIDED that if any Bank or any Participant fails to comply with the applicable provisions of Section 10.06(g) hereof or paragraph (b) of this Section 2.13, as the case may be, then, all such payments to such Bank or to any Bank which has sold a participation pursuant to Section 10.06(b) hereof shall be net of any Credit Party hereunder amounts the Company is required to withhold under applicable law. For a Bank to be entitled to compensation pursuant to this Section 2.13 (i) in the case of compensation for United States Federal income or withholding Taxes in respect of any Interest Period, such Bank must notify the Company within 30 days after the end of such Interest Period and (ii) in the case of compensation for any United States Tax other than a United States Federal income or withholding Tax in respect of any Interest Period, such Bank must notify the Company within 30 days after such Bank receives a written claim for such Tax from any government, political subdivision or taxing [NYCorp;1203895.1] authority with respect to such Interest Period. A certificate as to any additional amounts payable to any Bank under any other Credit Document shall this Section 2.13 submitted to the extent permitted Company by applicable laws such Bank shall show in reasonable detail the amount payable and the calculations used to determine such amount and shall be made free conclusive and clear binding upon the parties hereto, in the absence of and without reduction manifest error. With respect to each deduction or withholding for or on account of any Taxes, the Company shall promptly (and in any event not later than 45 days thereafter) furnish to each Bank such certificates, receipts and other documents as may be required (in the reasonable judgment of such Bank) to establish any tax credit to which such Bank may be entitled. (b) Each Bank that is not incorporated under the laws of the United States or any State thereof agrees to file with the Administrative Agent and the Company, in duplicate, (i) on or before the later of (A) the Effective Date and (B) the date such Bank becomes a Bank under this Agreement and (ii) thereafter, for each third taxable year of such Bank during which interest or fees arising under this Agreement are received, unless not legally able to do so as a result of a change in United States income tax law enacted, or treaty promulgated, after the date specified in the preceding clause (i), on or prior to the immediately following due date of any payment by the Company hereunder (or at any other time as required under United States income tax law), a properly completed and executed copy of either Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8ECI or Internal Revenue Service Form W-9 and any additional form necessary for claiming complete exemption from United States withholding taxes (or such other form as is required to claim complete exemption from United States withholding taxes), if and as provided by the Code, regulations or other pronouncements of the United States Internal Revenue Service, and the Bank warrants to the Company that the form so filed will be true and complete; PROVIDED that such Bank's failure to complete and execute such Form W-8BEN, or Form W-8ECI or Form W-9, as the case may be, and any such additional form (or any successor form or forms) shall not relieve the Company of any of its obligations under this Agreement, except as otherwise provided in this Section 2.13. In the event that the Company is required, or has been notified by the relevant taxing authority that it will be required, to either withhold or make payment of Taxes with respect to any payments to be made by the Company under this Agreement or the Notes to any transferor Bank and such requirement or notice arises as a result of the sale of a participation by such transferor Bank pursuant to Section 10.06(b) hereof, such transferor Bank shall, upon request by the Company, accompanied by a certificate setting forth in reasonable detail the basis for such request, provide to the Company copies of all tax forms required to be provided to such transferor Bank pursuant to Section 10.06(g) hereof by the Participant which purchased such participation. The obligation of each transferor Bank to provide to the Company such tax forms shall survive the termination of this Agreement or, if earlier, the termination of the Revolving Credit Commitment of such transferor Bank. [NYCorp;1203895.1] (c) In th▇ ▇▇▇▇▇ that any Affected Bank shall have given notice that it is entitled to claim compensation pursuant to this Section 2.13, the Company may at any time thereafter exercise any one or more of the following options: (i) The Company may request one or more of the non-Affected Banks to take over all (but not part) of each or any Affected Bank's then outstanding Loan(s) and to assume all (but not part) of each or any Affected Bank's Revolving Credit Commitment and obligations hereunder. If one or more Banks shall so agree in writing with respect to an Affected Bank, (x) the Revolving Credit Commitment of each Assenting Bank and the obligations of such Assenting Bank under this Agreement shall be increased by its respective Allocable Share of the Revolving Credit Commitment and of the obligations of such Affected Bank under this Agreement, and (y) each Assenting Bank shall make Loans to the Company, according to such Assenting Bank's respective Allocable Share, in an aggregate principal amount equal to the outstanding principal amount of the Loan(s) of such Affected Bank, on a date mutually acceptable to the Assenting Banks and the Company. The proceeds of such Loans, together with funds of the Company, shall be used to prepay the Loan(s) of such Affected Bank, together with all interest accrued thereon, and all other amounts owing to such Affected Bank hereunder (including any amounts payable pursuant to Section 3.04 hereof in connection with such prepayment), and, upon such assumption by the Assenting Banks and prepayment by the Company, such Affected Bank shall cease to be a "Bank" for purposes of this Agreement and shall no longer have any obligations hereunder (except as provided in Section 2.13(b), Section 10.02 and Section 10.07 hereof). (ii) A payment (A) The Company may designate one or more Replacement Lenders mutually acceptable to the Company and the Administrative Agent (whose consent shall not be increased under paragraph unreasonably withheld) to assume the Revolving Credit Commitment and the obligations of any such Affected Bank hereunder, and to purchase the outstanding Notes of such Affected Bank and such Affected Bank's rights hereunder and with respect thereto, without recourse upon, or warranty by, or expense to, such Affected Bank, for a purchase price equal to the outstanding principal amount of the Loan(s) of such Affected Bank plus all interest accrued thereon and all other amounts owing to such Affected Bank hereunder (i) above by reason of Swiss Withholding Tax if (A) including the Non-amount which would be payable to such Affected Bank Rules would not have been violated pursuant to Section 3.04 hereof if the assigning Lender would have complied with purchase of its obligation to obtain the consent Notes constituted a prepayment thereof contemplated by clause (ii) of the Borrower Representative to first sentence of Section 3.04 hereof), and upon such assumption and purchase by the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Replacement Lenders, each such Replacement Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased shall be declared to be a Qualifying "Bank, other than as a result " for purposes of any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent Agreement and such Affected Bank shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent cease to be required by applicable lawa "Bank" for purposes of this Agreement and shall no longer have any obligations hereunder (except as provided in Section 2.13(b), (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, Section 10.02 and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been made.10.07 hereof). [NYCorp;1203895.1]

Net Payments. (a) Payments Free All payments by any Borrower of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any principal of, and interest on, the Loans and all payments by or on account of any obligation of any Credit Party other amounts payable hereunder or under any other Credit Document shall to the extent permitted by applicable laws be made free and clear of and without reduction or withholding deduction for any present or future income, stamp or other Taxes. (ii) A payment shall not be increased under paragraph (i) above , fees, duties, withholdings or other charges of any nature whatsoever imposed by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bankany taxing authority, other than as a result Taxes imposed on or measured by any Bank's net income or receipts with respect to payments received hereunder (such nonexcluded items being called "Charges"). In the event that any withholding or deduction from any payment to be made by any Borrower hereunder is required in respect of any Change in Law after the date it became a Lender under this Agreement.Charges pursuant to any applicable law, rule or regulation, then such Borrower will: (iiia) If any Credit Party, pay directly to the relevant authority the full amount required to be so withheld or deducted; (b) promptly forward to the Administrative Agent an official receipt or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted documentation satisfactory to the relevant Governmental Authority, and Administrative Agent evidencing such payment to such authority; (Cc) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment pay to the Administrative Agent for its own account, the Administrative Agent) receives an account of the Banks such additional amount or amounts as are necessary to ensure that the net amount actually received by each Bank will equal to the sum it full amount such Bank would have received had no such withholding or deductions deduction been required; and (d) if any Bank receives a refund in respect of any Taxes as to which it has been indemnified by any Borrower or with respect to which any Borrower (or any Person acting on behalf of such Borrower) has paid additional amounts pursuant to this Section 4.7, it shall promptly repay such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower (or such Person acting on behalf of such Borrower) under this Section 4.7 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of such Bank or the Administrative Agent, as the case may be; provided, that such Borrower, upon the request of such Bank or the Administrative Agent, agrees to return such refund (together with any penalties, interest or other charges due in connection therewith to the appropriate taxing authority or other Governmental Authority) to such Bank or the Administrative Agent in the event such Bank or the Administrative Agent is required to pay or to return such refund to the relevant taxing authority or other Governmental Authority. Each Bank that is organized under the laws of a jurisdiction other than the United States shall, prior to the due date of any payments under the Loans, execute and deliver to the Borrowers, on or about the first scheduled payment date in each calendar year, a United States Internal Revenue Service Form 4224 or Form 1001, as may be applicable (or any successor form), appropriately completed. Without prejudice to the survival of any other agreement of the Borrowers hereunder or any other document, the agreements of the Borrowers contained in this Section shall survive satisfaction of the Liabilities and termination of this Agreement.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments by the Borrower under this Agreement or under any Credit Document shall be made without setoff or counterclaim and in such amounts as may be necessary in order that all such payments (after deduction or withholding for, or on account of any obligation present or future income, stamp or other taxes, levies, imposts, duties, fees or other charges of whatsoever nature, levied, collected, withheld, assessed or imposed by any Governmental Authority, other than any tax on, or measured by, the net income of a Lender pursuant to the income tax laws of the jurisdictions where such Lender’s principal or lending office is located (collectively, “Taxes”)) shall not be less than the amounts otherwise specified to be paid under this Agreement or under any Credit Party Document. If the Borrower is required by law to make any deduction or withholding, on account of Taxes, from any payment due hereunder, or under the Notes, then (a) the Borrower shall timely remit such Taxes to the Governmental Authority imposing the same and (b) the amount payable hereunder or under the Notes will be increased to such amount which, after deduction from such increased amount of all amounts required to be deducted or withheld therefrom, will not be less than the amount otherwise due and payable. Without prejudice to the foregoing, if any Lender, or the Agent, is required to make any payment on account of Taxes, the Borrower will, upon notification by the Lender or the Agent (which notice shall show the amount of such Taxes) promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Borrower shall also reimburse each Lender, upon the written request of such Lender, for federal income taxes and any other Credit Document shall taxes imposed on, or measured by, the net income of such Lender pursuant to the extent permitted by applicable laws be made free and clear of and without reduction or withholding for any Taxes. (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to jurisdiction in which the assignment principal office or lending office of all such Lender is located or a portion under the laws of its Loans and Commitment under Section 14.6 (Successors and Assigns) any political subdivision or if (B) the taxing authority of any such jurisdiction as such Lender shall determine are payable by such Lender in relation respect of Taxes paid to which or on behalf of such Lender pursuant to this Section 3.7. For purposes of this Section, the Swiss Borrower makes the payment was a Qualifying Bank when it became term “Taxes” includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as to any additional amounts payable to a Lender under this Agreement but on that date Section 3.7 submitted to the Borrower by such Lender is not shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, the Administrative Agent withholding for or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other any Taxes, the sum payable by the applicable Credit Party Borrower shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable promptly furnish to additional sums payable under this Section 6.4) each Lender such certificates, receipts and other documents as may be required (or, in the case judgment of a payment such Lender) to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal establish any tax credit to the sum it would have received had no which such withholding or deductions been madeLender may be entitled.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and Except as otherwise required by law, all payments made by the Borrower to any Lender or on account of the Administrative Agent under this Agreement and/or any obligation of any Credit Party hereunder or under any other Credit Loan Document shall to the extent permitted by applicable laws be made free and clear of of, and without reduction for or withholding for on account of, any Taxes. (ii) A payment shall not be increased under paragraph (i) above present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all any Governmental Authority, excluding income, bank shares and franchise taxes imposed by any jurisdiction in which such Lender's principal or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) lending office is located or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not engaged in a trade or has ceased business or any political subdivision or taxing authority thereof or therein (such non-excluded taxes being called "Taxes"). If any Taxes are required to be a Qualifying Bank, other than as a result of withheld from any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, amounts payable to the Administrative Agent or any Lender under this Agreement and/or any Loan Document, the Borrower shall timely remit such Taxes to the Governmental Authority imposing the same and the amounts so payable to such Lender shall be increased to the extent necessary to yield to such Lender (after payment of all Taxes) interest or any such other amounts payable at the rates or in the amounts specified in this Agreement and/or any Loan Document. Whenever any Tax is payable by the Borrower, as promptly as possible thereafter, the Borrower shall send to the Administrative Agent, for its own account or the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. Without prejudice to the foregoing, if any Lender or the Administrative Agent is required to make any payment on account of Taxes, the Borrower will, upon notification by the Lender or the Administrative Agent, promptly indemnify such Person against such Taxes. Notwithstanding the foregoing provisions of this Section 2.12(a), the Borrower will have no obligation to indemnify any Lender or the Administrative Agent, in respect of any Taxes that would not have been payable had (i) such Lender, assignee of such Lender or participant of a Lender (or each interestholder in such Lender, assignee or participant, where such Lender, assignee or participant is a pass-through entity for purposes of the U.S. withholding tax rules) provided to each of the Borrower and the Administrative Agent, the applicable Withholding Certificate. For purposes of this Section 2.12, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewith. The Lender shall submit a certification or otherwise provide written notice to the Borrower within a reasonable period of time after becoming aware of any Taxes for which it is entitled to payments of additional amounts under this Section 2.12(a). All demands for payment hereunder shall be given no more than 90 days after the occurrence of the event giving rise to such demand; provided however, that failure to deliver notice on a timely basis shall not constitute a waiver of any Lender's right to receive payment for any costs relating to the 90-day period preceding the date of demand and any costs incurred after the giving of such notice. (b) Each Lender or assignee or participant of a Lender that is not incorporated under the laws of the United States of America or a state thereof (and, upon the written request of the Administrative Agent, each other Lender or assignee or participant of a Lender) agrees that it will deliver to each of the Borrower and the Administrative Agent two (2) duly completed appropriate valid Withholding Certificates (as defined under Section 1.1441-1(c)(16) of the Income Tax Regulations (the "Regulations") certifying its status (i.e., U.S. or foreign person) and, if appropriate, making a claim of reduced, or exemption from, U.S. withholding tax on the basis of an income tax treaty or an exemption provided by the Internal Revenue Code of 1986 (as amended, the "Code"). The term "Withholding Certificate" means a Form W-9; a form W-8BEN; a form W-8ECI; a form W-8IMY and the related statements and certifications as required under Section 1.1441-1(e)(3) of the Regulations; a statement described in Section 1.871-14(c)(2) of the Regulations; or any other certificates under the Code or Regulations that certify or establish the status of a payee or beneficial owner as a U.S. or foreign person. Each Lender, assignee or participant required to deliver to the Borrower and the Administrative Agent a valid Withholding Certificate pursuant to the preceding sentence shall deliver such valid Withholding Certificate as follows: (A) each Lender which is a party hereto on the Closing Date shall deliver such valid Withholding Certificate at least five (5) Business Days prior to the first date on which any interest or fees are payable by the Borrower hereunder for the account of such Lender; (B) each assignee or participant shall deliver such valid Withholding Certificate at least five (5) Business Days before the effective date of such assignment or participation (unless the Administrative Agent in its sole discretion shall permit such assignee or participant to deliver such Withholding Certificate less than five (5) Business Days before such date in which case it shall be due on the date specified by the Administrative Agent). Each Lender, assignee or participant which so delivers a valid Withholding Certificate further undertakes to deliver to each of the Borrower and the Administrative Agent two (2) additional copies of such Withholding Certificate so delivered by it, and such amendments thereto or extensions or renewals thereof as may reasonably requested by the Borrower or Administrative Agent. Notwithstanding the submission of a Withholding Certificate claiming a reduced rate of, or exemption from, U.S. withholding tax, the Administrative Agent shall be required by applicable law entitled to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay United States federal income taxes at the full amount withheld or deducted 30% withholding rate if in its reasonable judgment it is required to do so under the relevant Governmental Authoritydue diligence imposed upon a withholding agent under Section 1.1441-7(b) of the Regulations. Further, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent is indemnified under Section 1.1441-6(b) of the Regulations against any claims and demands of any Lender or assignee or participant of a Lender for its own account, the Administrative Agent) receives an amount equal to of any tax it deducts or withholds in accordance with regulations under Section 1441 of the sum it would have received had no such withholding or deductions been madeCode.

Net Payments. All payments made by the Borrowers hereunder or under the Note will be made without setoff, counterclaim or other defense of any kind. All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (abut excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or profits of the Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of the Lender is located or any subdivision thereof or therein) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, the Borrowers agree to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under the Note, after withholding or deduction for or on account of any obligation Taxes, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrowers agree to reimburse the Lender, upon the written request of the Lender, for taxes imposed on or measured by the net income or profits of the Lender pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of the Lender is located or under the laws of any Credit Party hereunder political subdivision or under taxing authority of any other Credit Document shall to such jurisdiction in which the extent permitted by principal office or applicable laws be made free lending office of the Lender is located and clear of and without reduction or withholding for any Taxes. (ii) A payment withholding of income or similar taxes as the Lender shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all determine are payable by, or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) withheld from, the Lender in relation respect of such amounts so paid to which or on behalf of the Swiss Borrower makes Lender pursuant to the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result preceding sentence and in respect of any Change in Law amounts paid to or on behalf of the Lender pursuant to this sentence. The Borrowers will furnish to the Lender within 45 days after the date it became a Lender under this Agreement. (iii) If the payment of any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrowers. The Borrowers, jointly and severally, agree to withhold or deduct indemnify and hold harmless the Lender, and to reimburse the Lender upon its written request, for the amount of any Taxes from any payment, then (A) such Withholding Agent shall withhold so levied or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, imposed and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable paid by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been madeLender.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all A. All payments made by or on account of any obligation of any Credit Party the Borrower hereunder or under any other Credit Loan Document shall to the extent permitted by applicable laws will be made without setoff, counterclaim or other defense. All payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall be made by the Borrower free and clear of and without reduction deduction or withholding for or on account of any Taxes. present or future tax, duty, levy, impost, assessment or other charge of whatever nature now or hereafter imposed by any Governmental Authority, but excluding therefrom (i) any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu of net income taxes) of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender is incorporated or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) A payment shall not be increased under paragraph (i) above any branch profits tax imposed by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if United States or any similar tax imposed by the assigning Lender would have complied with its obligation to obtain the consent of jurisdiction in which the Borrower Representative is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the assignment of all or date such Lender becomes a portion of its Loans and Commitment under Section 14.6 Lender hereunder, (Successors and Assignsiv) or if (B) the Lender in relation any taxes to which the Swiss Lender is subject (to the extent of the tax rate then in effect) on the date this Agreement is executed or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the date hereof, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder and (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “Taxes”). If the Borrower makes is required by law to make any deduction or withholding of any Taxes from any payment due hereunder or under any of the payment was a Qualifying Bank when it became Loan Documents, then the amount payable will be increased to such amount which, after deduction from such increased amount of all such Taxes required to be withheld or deducted therefrom, will not be less than the amount due and payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Agreement but on that date Section 4.7 submitted to the Borrower by such Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties hereto. B. If the Borrower makes any payment hereunder or under any of the Loan Documents in respect of which it is not required by law to make any deduction or has ceased to be a Qualifying Bank, other than as a result withholding of any Change in Law after the date Taxes, it became a Lender under this Agreement. (iii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount to be deducted or withheld or deducted to the relevant Governmental Authority, taxation or other authority within the time allowed for such payment under applicable law and (C) shall deliver to the extent that Lenders within 30 days after it has made such payment to the withholding applicable authority an original or deduction certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Lender or Administrative Agent. C. Without prejudice to the other provisions of Section 4.7, if any Lender, or the Administrative Agent on its behalf, is made required by law to make any payment on account of Indemnified Taxes on or Other Taxesin relation to any amount received or receivable hereunder or under any of the Loan Documents by such Lender, or the Administrative Agent on its behalf, or any liability for Tax in respect of any such payment is imposed, levied or assessed against any Lender or the Administrative Agent on its behalf, the sum payable by Borrower will promptly, following receipt of the applicable Credit Party shall be increased as necessary so that after certificate described in the immediately following sentence, indemnify such person against such Tax payment or liability, together with any required withholding or deductions have been made interest, penalties and expenses (including withholding reasonable counsel fees and expenses) payable or deductions applicable to additional sums payable incurred in connection therewith, including any tax of any Lender or the Administrative Agent arising by virtue of payments under this Section 6.4) each Lender (or4.7(c), computed in a manner consistent with this Section 4.7(c). A certificate as to the case amount of a such payment to by such Lender, or the Administrative Agent on its behalf, showing calculations thereof in reasonable detail, absent manifest error, shall be final, conclusive and binding upon all parties hereto for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been madeall purposes.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments by Loan Parties under this Agreement or any Document shall be increased and made in such amounts as may be necessary in order that all such payments received (after deduction or withholding for or on account of any obligation present or future taxes, levies, imposts, duties or other charges of whatsoever nature, including interest and penalties, imposed by any Credit Party hereunder government or under any other Credit Document shall to the extent permitted by applicable laws be made free and clear of and without reduction political subdivision or withholding for any Taxes. (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Banktaxing authority thereof, other than as any tax on or measured by the net income of a result Bank pursuant to the income tax laws of any Change the United States or of the jurisdiction in Law after which it is incorporated or the date jurisdiction where such Bank's lending office is located or in which it became a Lender under this Agreement. (iii) If any Credit Party, the Administrative Agent or has any other applicable Withholding Agent shall be required by applicable law contacts or connection that would subject it to withhold or deduct any Taxes from any paymenttaxation therein (collectively, then (A"Taxes") such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) 6.5), shall not be less than the amounts otherwise specified to be paid under this Agreement and/or the Documents. The Loan Parties agree to make the required withholding and pay the full amount withheld to the relevant taxing authority. A certificate as to the calculation of any additional amounts payable to a Bank under this Section 6.5 submitted to the Borrowers by such Bank shall, absent manifest error, be presumed correct for all purposes. With respect to each Lender deduction or withholding for or on account of any Taxes, the relevant Loan Party shall promptly furnish to each Bank such certificates, receipts and other documents as may be required (or, in the case judgment of a payment such Bank) to establish any tax credit to which such Bank may be entitled. Borrowers agree to reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the Administrative Agent for its own accountlaws of the United States of America, any State or political subdivision thereof, or the Administrative Agent) receives an amount equal jurisdiction in which such Bank is incorporated, or a jurisdiction in which the principal office or lending office of such Bank is located, or under the laws of any political subdivision or taxing authority of any such jurisdiction, as such Bank shall determine are or were payable by such Bank in respect of amounts payable to the sum it would have received had no such withholding or deductions been madeBank pursuant to this Section 6.5.

Net Payments. (a) Payments Free All payments made by the Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of Taxes; Obligation whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (but excluding, except as provided below, any tax imposed on or measured by the net income of a Bank pursuant to Withhold; Payments on Account the laws of Taxes. the jurisdiction (ior any political subdivision or taxing 00001WWP.WP5 18 authority thereof or therein) Any in which the principal office or Applicable Lending Office of such Bank is located) and all payments interest, penalties or similar liabilities with respect thereto (collectively, "Taxes"). The Borrower shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the principal office or Applicable Lending Office of such Bank is located as such Bank shall determine are payable by such Bank in respect of amounts paid to or on behalf of such Bank pursuant to the preceding sentence. If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes and such additional amounts as may be necessary so that every payment of all amounts due hereunder or under any Note, after withholding or deduction for or on account of any obligation Taxes, will not be less than the amount provided for herein or in such Note. The Borrower will furnish to the Agent within 45 days after the date the payment of any Credit Party hereunder Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower will indemnify and hold harmless each Bank, and reimburse such Bank upon its written request, for the amount of any Taxes so levied or under any other Credit Document shall to the extent permitted imposed and paid by applicable laws be made free and clear of and without reduction or withholding for any Taxessuch Bank. (iib) A payment shall Each Bank that is not be increased a United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the Borrower and the Agent on or prior to the Effective Date, or in the case of a Bank that is an assignee or transferee of an interest under paragraph this Agreement pursuant to Section 11.4 (unless the respective Bank was already a Bank hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Bank, (i) above by reason two accurate and complete original signed copies of Swiss Withholding Tax Internal Revenue Service Form 4224 or 1001 (or successor forms) certifying to such Bank's entitlement to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Bank is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit C (any such certificate, a "Section 4.4(b)(ii) Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8 (or successor form) certifying to such Bank's entitlement to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Bank agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Agent two new accurate and complete original signed copies of Internal Revenue Service Form 4224 or 1001, or Form W-8 and a Section 4.4(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Bank to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or it shall immediately notify the Borrower and the Agent of its inability to deliver any such Form or Certificate. Notwithstanding anything to the contrary contained in Section 4.4(a), but subject to Section 11.4(b) and the immediately succeeding sentence, (A) the Non-Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Bank Rules would which is not have been violated if the assigning Lender would have complied with its obligation to obtain the consent a United Statesperson (as such term is defined in Section 7701(a)(30) of the Borrower Representative Code) for U.S. Federal income tax purposes to the assignment of all extent that such Bank has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or a portion of its Loans withholding and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation Borrower shall not be obligated pursuant to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased Section 4.4(a) hereof to gross-up payments to be made to a Qualifying BankBank in respect of income or similar taxes imposed by the United States if (I) such Bank has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 4.4(b) or (II) in the case of a payment, other than interest, to a Bank described in clause (ii) above, to the extent that such Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 4.4 and except as set forth in Section 11.4(b), the Borrower agrees to pay additional amounts and to indemnify each Bank in the manner set forth in Section 4.4(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any Change in Law changes after the date it became a Lender under this Agreement. (iii) If Effective Date in any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay treaty, governmental rule, regulation, guideline or order, or in the full amount withheld or deducted interpretation thereof, relating to the relevant Governmental Authority, and (C) to the extent that the deducting or withholding of income or deduction is made on account of Indemnified Taxes or Other similar Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been made.

Net Payments. (a) Payments Free All payments under this Credit Agreement and the Revolving Credit Note, the Swingline Note and/or a L/C Reimbursement Obligation shall be made without set-off, counterclaim, recoupment or defense of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any any kind and in such amounts as may be necessary in order that all payments by such payments, after deduction or withholding for or on account of any obligation future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by the United States or any Governmental Authority, other than franchise taxes or any tax on or measured by the gross receipts or overall net income of any Credit Party hereunder or under any other Credit Document shall Lender pursuant to the extent permitted income tax laws of the United States or any State, or the jurisdiction where each Lender's principal office is located (collectively "Taxes"), shall not be less than the amounts otherwise specified to be paid under this Credit Agreement and the Notes. A certificate as to any additional amounts payable to the Lenders under this Section 2.12 submitted to the Borrower by applicable laws the Lenders shall show in reasonable detail an accounting of the amount payable and the calculations used to determine in good faith such amount and shall be made free and clear conclusive absent manifest or demonstrable error. Any amounts payable by the Borrower under this Section 2.12 with respect to past payments shall be due within ten (10) days following receipt by the Borrower of and without reduction such certificate from the Lenders; any such amounts payable with respect to future payments shall be due within ten (10) days after demand with such future payments. With respect to each deduction or withholding for or on account of any Taxes. , the Borrower shall promptly furnish to the Lenders such certificates, receipts and other documents as may be required (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) in the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent reasonable judgment of the Borrower Representative Lenders) to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation establish any tax credit to which the Swiss Borrower makes the payment was a Qualifying Bank when it became Lenders may be entitled. If a Lender under this Agreement but on that date such Lender or any of its successors or assigns is not or has ceased to be a Qualifying Bankforeign person (i.e., a person other than as a result United States person for United States federal income tax purposes), Lender shall: 2.12.1. Not later than the first date of any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable payment by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender Borrower hereunder (or, in the case of a payment to the Administrative Agent for its own accountsuccessor or assignee of a Lender, the Administrative Agentdate such successor or assignee becomes a successor or assignee) receives an amount equal deliver to Borrower and Agent Bank one accurate and complete signed original of Internal Revenue Service Form W-8BEN or W-8ECI (as applicable to it) or any successor form ("Form W-8BEN"), or one accurate and complete signed original certificate required by Treasury Regulation Section 1.1441-1(a) or Section 1.1441-6(c) or any successor form ("Form 1.1441"), as appropriate, in each case indicating that such Lender (or such successor or assign, as applicable) is on the sum date of delivery thereof entitled to receive payments of principal, interest and fees under this Credit Agreement free from withholding of United States federal income tax; 2.12.2. If at any time such Lender makes any changes necessitating a new Form W-8BEN or Form 1.1441, with reasonable promptness deliver to Borrower and Agent Bank in replacement for, or in addition to, the forms previously delivered by it would have received had no hereunder, one accurate and complete signed original of form W-8BEN or Form 1.1441, as appropriate, in each case indicating that it is on the date of delivery thereof entitled to receive payments of principal, interest and fees under this Credit Agreement free from withholding of United States federal income tax; and 2.12.3. Promptly upon Agent Bank's or Borrower's reasonable request to that effect, deliver to Borrower and Agent Bank such other forms or similar documentation as may be required from time to time by applicable law, treaty, rule or regulation in order to establish its tax status for withholding or deductions been madepurposes.

Net Payments. If any payment required to be paid by GRC, either directly or through the Collateral Agent pursuant to this Agreement or any Revolving Note is or will be subject to any present or future withholding or similar tax or governmental levy (not including Excluded Taxes), the payment shall be increased (subject to Section 4.04) so that the after-tax amount actually received by a Lender or an Agent is equal to the payment specified herein (or in any Revolving Note) to be paid in the absence of any such tax or levy. GRC shall promptly furnish to each Lender all receipts or other evidence of payment of such tax or levy. (a) Payments Free Each Lender which is a Non-United States Person agrees (to the extent it is permitted to do so under the laws and any applicable double taxation treaties of Taxes; Obligation the United States, the jurisdiction of its incorporation and the jurisdictions in which its Domestic Office and its LIBO Office are located) to Withhold; Payments on Account of Taxes. execute and deliver to the Facility Agent for delivery to the Collateral Agent and GRC, before the first scheduled payment date in each year, either (i) Any a United States Internal Revenue Service Form 1001 or (ii) a United States Internal Revenue Service Form 4224 together with a United States Internal Revenue Service Form W-9, or any successor forms, as appropriate, properly completed and all claiming complete or partial, as the case may be, exemption from withholding and deduction of United States Federal taxes. Each Lender which is a Non-United States Person represents and warrants to GRC and to each Agent that, at the date of this Agreement (or the date of the Assignment and Assumption Agreement by which such Person became a Lender, as the case may be), (i) its Domestic Office and its LIBO Office are entitled to receive payments by of principal, interest, and fees hereunder and under the other Transaction Documents without deduction or withholding for or on account of any obligation taxes imposed by the United States or any political subdivision thereof and (ii) it is permitted to take the actions described in the preceding sentence under the laws and any applicable double taxation treaties of any Credit Party hereunder or under any other Credit Document shall the jurisdictions specified in the preceding sentence. Each Lender which is a Non-United States Person further agrees that, to the extent permitted by applicable laws be made free any form claiming complete or partial exemption from withholding and clear deduction of and without reduction or withholding for any Taxes. (ii) A payment shall not be increased United States Federal taxes delivered under this paragraph (ib) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation is found to obtain the consent of the Borrower Representative to the assignment of all be incomplete or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender incorrect in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date any material respect, such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreement. shall (iii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that it is permitted to do so under the withholding or deduction is made on account laws and any double taxation treaties of Indemnified Taxes or Other Taxesthe United States, the sum payable by jurisdiction of its incorporation and the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4jurisdictions in which its Domestic Office and its LIBO Office are located) each Lender (or, in the case of a payment execute and deliver to the Administrative Facility Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been madea complete and correct replacement form.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any All payments made by the US Borrower and all payments by or on account of any obligation of any Credit Party hereunder or the UK Borrower under any other Credit Document this Agreement shall to the extent permitted by applicable laws be made free and clear of of, and without reduction deduction or withholding for or on account of, any Taxes. current or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (i) net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Lender and (ii) A any taxes imposed on the Administrative Agent or any Lender as a result of a current or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement; provided, however, that the US Borrower shall not be increased required to increase any such amounts payable to any Lender that is not organized under the laws of the United States of America or a state thereof (a "Non-U.S. Lender") if such Lender fails to comply with the requirements of paragraph (ib) above by reason of Swiss Withholding Tax if (A) the this Section 5.4. Whenever any Non-Bank Rules would not have been violated if Excluded Taxes are payable by the assigning Lender would have complied with its obligation to obtain US Borrower or the consent of UK Borrower, as the case may be, as promptly as possible thereafter such US Borrower Representative or UK Borrower shall send to the assignment Administrative Agent for its own account or for the account of all such Lender, as the case may be, a certified copy of an original official receipt (or a portion of its Loans other evidence acceptable to such Lender, acting reasonably) received by such US Borrower or UK Borrower showing payment thereof. If the US Borrower or the UK Borrower, as the case may be, fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, such US Borrower or UK Borrower shall indemnify the Administrative Agent and Commitment under Section 14.6 (Successors and Assigns) the Lenders for any incremental taxes, interest, costs or if (B) penalties that may become payable by the Administrative Agent or any Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change such failure. The agreements in Law after this Section 5.4(a) shall survive the date it became termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) Each Non-U.S. Lender shall: (i) deliver to the US Borrower and the Administrative Agent two copies of either (x) in the case of Non-U.S. Lender claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest", United States Internal Revenue Service Form W-8BEN (together with a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the US Borrower and is not a controlled foreign corporation related to the US Borrower (within the meaning of Section 864(d)(4) of the Code)), or (y) Internal Revenue Service Form W-8BEN or Form W-8ECI, in each case properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or reduced rate of, U.S. Federal withholding tax on payments by the US Borrower under this Agreement.; (ii) deliver to the US Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the US Borrower; and (iii) If any Credit Party, obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the US Borrower or the Administrative Agent Agent; unless in any such case any change in treaty, law or regulation has occurred prior to the date on which any other applicable Withholding Agent shall such delivery would otherwise be required by applicable law that renders any such form inapplicable or would prevent such Lender from duly completing and delivering any such form with respect to withhold it and such Lender so advises the US Borrower and the Administrative Agent. Each Person that shall become a Participant pursuant to Section 14.6 or deduct any Taxes from any paymenta Lender pursuant to Section 14.6 shall, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to upon the effectiveness of the related transfer, be required by applicable lawto provide all the forms and statements required pursuant to this Section 5.4(b), (B) provided that in the case of a Participant such Withholding Agent Participant shall timely pay the full amount withheld or deducted furnish all such required forms and statements to the relevant Governmental AuthorityLender from which the related participation shall have been purchased. (c) The US Borrower shall not be required to indemnify any Non-U.S. Lender, and or to pay any additional amounts to any Non-U.S. Lender, in respect of U.S. Federal withholding tax pursuant to paragraph (Ca) above to the extent that (i) the obligation to withhold amounts with respect to U.S. Federal withholding or deduction is made tax existed on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable date such Non-U.S. Lender became a party to additional sums payable under this Section 6.4) each Lender Agreement (or, in the case of a Participant that is not organized under the laws of the United States of America or a state thereof (a "Non-U.S. Participant"), on the date such Non-U.S. Participant became a Participant hereunder); provided, however, that this clause (i) shall not apply to the extent that (x) the indemnity payments or additional amounts any Lender (or Participant) would be entitled to receive (without regard to this clause (i)) do not exceed the indemnity payment or additional amounts that the person making the assignment, participation or transfer to such Lender (or Participant) would have been entitled to receive in the absence of such assignment, participation or transfer, or (y) such assignment, participation or transfer had been requested by the US Borrower or the UK Borrower, (ii) the obligation to pay such additional amounts would not have arisen but for a failure by such Non-U.S. Lender or Non-U.S. Participant to comply with the provisions of paragraph (b) above or (iii) any of the representations or certifications made by a Non-U.S. Lender or Non-U.S. Participant pursuant to paragraph (b) above are incorrect at the time a payment hereunder is made, other than by reason of any change in treaty, law or regulation having effect after the date such representations or certifications were made. (d) Where a Lender is not, or has ceased to be, an Eligible Lender on the due date for payment of any sum under this Agreement, the increased amount due under Section 5.4(a) hereof shall be limited to the amount the UK Borrower would have had to pay if: (i) where that Lender had been a UK Lender before ceasing to be an Eligible Lender, the Lender had remained a UK Lender; (ii) where that Lender had been a Treaty Lender before ceasing to be an Eligible Lender, the Lender had remained a Treaty Lender and an appropriate direction had been given by the United Kingdom Inland Revenue authorizing the UK Borrower to make payment with deduction of tax at a reduced rate in accordance with the provisions of the relevant double taxation agreement; or (iii) where that Lender had not been a Eligible Lender, the Lender had been a UK Lender; except to the extent that the UK Borrower would have been required to make a deduction or withholding on account of tax regardless of whether such Lender is an Eligible Lender. This Section 5.4(d) shall not apply in circumstances where a Lender ceases to be an Eligible Lender due to a change in the Requirement of Law or double taxation treaty or in its application or interpretation, in each case taking effect after the Closing Date. (e) If the US Borrower or the UK Borrower determines in good faith that a reasonable basis exists for contesting any taxes for which indemnification has been demanded hereunder, the relevant Lender or the Administrative Agent, as applicable, shall cooperate with such US Borrower or UK Borrower in challenging such taxes at such US Borrower's or UK Borrower's expense if so requested by such US Borrower or UK Borrower. If any Lender or the Administrative Agent, as applicable, receives a refund of a tax for which a payment has been made by the US Borrower or the UK Borrower pursuant to this Agreement, which refund in the good faith judgment of such Lender or Administrative Agent, as the case may be, is attributable to such payment made by such US Borrower or UK Borrower, then the Lender or the Administrative Agent, as the case may be, shall reimburse such US Borrower or UK Borrower for such amount (together with any interest received thereon) as the Lender or Administrative Agent, as the case may be, determines to be the proportion of the refund as will leave it, after such reimbursement, in no better or worse position than it would have been in if the payment had not been required. A Lender or Administrative Agent shall claim any refund that it determines is available to it, unless it concludes in its reasonable discretion that it would be adversely affected by making such a claim. Neither the Lender nor the Administrative Agent for shall be obliged to disclose any information regarding its own account, the Administrative Agent) receives an amount equal tax affairs or computations to the sum US Borrower or the UK Borrower in connection with this paragraph (d) or any other provision of this Section 5.4. (f) Each Lender represents and agrees that, on the Closing Date and the Restatement Effective Date and at all times during the term of this Agreement, it would have received had no is not and will not be a conduit entity participating in a conduit financing arrangement (as defined in Section 7701(1) of the Code and the regulations thereunder) with respect to the Borrowings hereunder unless the US Borrower has consented to such withholding or deductions been madearrangement prior thereto.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments made by or on account of any obligation of any Credit Party hereunder or the Borrower under any other Credit Document this Agreement shall to the extent permitted by applicable laws be made free and clear of of, and without reduction deduction or withholding for or on account of, any current or future income or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (A) any net income taxes, franchise taxes (imposed in lieu of net income taxes) and branch profits taxes imposed on the Administrative Agent or any Lender, (B) any such taxes attributable to the failure of the Administrative Agent or any Lender to comply with Section 5.3(c) and (C) any such taxes imposed on the Administrative Agent or any Lender as a result of a current or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement) (“Taxes”) except to the extent that such deduction or withholding is required by any applicable law, as modified by the administrative practice of any relevant Governmental Authority then in effect. (ii) A payment shall not Subject to Section 5.3(b), if any such Taxes are required to be increased under paragraph (i) above by reason of Swiss Withholding Tax if withheld from any amounts payable to the Administrative Agent or any Lender hereunder, the Borrower shall: (A) promptly notify the Non-Bank Rules would not have been violated if Administrative Agent of such requirement; (B) promptly pay to the assigning relevant Governmental Authority when due the full amount required to be deducted or withheld (including the full amount of Taxes required to be deducted or withheld from any additional amount paid by the Borrower to the Administrative Agent or such Lender under this Section 5.3(a)); (C) as promptly as possible thereafter, forward to the Administrative Agent an official receipt (or a certified copy), or other documentation reasonably acceptable to the Administrative Agent, evidencing such payment to such Governmental Authority; and (D) pay to the Administrative Agent or such Lender, in addition to the payment to which the Administrative Agent or such Lender is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by the Administrative Agent or such Lender, after deduction or withholding for any such Taxes, will equal the full amount the Administrative Agent or such Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all received had no such deduction or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreementwithholding been required. (iii) If the Borrower fails to pay to the relevant Governmental Authority when due any Credit Party, Taxes that it was required to deduct or withhold under this Section 5.3(a) in respect of any payment to or for the benefit of the Administrative Agent or any other applicable Withholding Lender under this Agreement or fails to furnish the Administrative Agent shall be with the documentation referred to in Section 5.3(a)(ii)(C) when required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxesdo so, the sum Borrower shall forthwith on demand fully indemnify the Administrative Agent or such Lender for any incremental taxes, interest, costs or penalties that may become payable by the applicable Credit Party Administrative Agent or such Lender as a result of such failure. The Borrower’s obligations under this Section 5.3(a) shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) Notwithstanding Section 5.3(a), the Borrower shall not be increased as necessary so that after required to indemnify or pay any required additional amounts in respect of withholding or deductions have been made (including withholding or deductions tax applicable to additional sums any amount payable under this Agreement pursuant to Section 6.45.3(a) each above to any Non-U.S. Lender, except if any such Loans were assigned, participated or transferred to such Non-U.S. Lender (orat the request or with the consent of the Borrower or were assigned, in participated or transferred to such Non-U.S. Lender following the case occurrence of a payment and during the continuance of an Event of Default pursuant to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding Section 10.1 or deductions been made10.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments by Borrower under this Agreement or under any other Loan Document shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of any obligation present or future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any government or any political subdivision or taxing authority thereof, other than any tax on or measured by the income of Lender pursuant to the income tax laws of the United States or of any Credit Party hereunder or other jurisdiction (collectively, "TAXES")) shall not be less than the amounts otherwise specified to be paid under this Agreement and/or any other Credit Document shall Loan Document. A certificate as to the extent permitted calculation of any additional amounts payable to Lender under this Section 2.10 submitted to Borrower by applicable laws Lender shall, absent manifest error, be made free final, conclusive and clear of and without reduction binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Taxes, Borrower shall promptly furnish to Lender such certificates, receipts and other documents as may be required (in the reasonable judgment of Lender) to establish any tax credit to which Lender may be entitled. (iib) A payment shall not be increased under Without prejudice to the provisions of paragraph (ia) above of this Section 2.10, if Borrower is required by reason law to make any payment on account of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all Taxes on or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender any sum received or receivable under this Agreement but on that date such and/or the other Loan Documents by Lender is not or has ceased to be a Qualifying Bank, other than as a result any liability for Tax in respect of any Change in Law after the date it became a Lender under this Agreement. (iii) If such payment is imposed, levied or assessed against Lender, Borrower will promptly indemnify such Person against such Tax payment or liability, together with any Credit Partyinterest, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, penalties and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made reasonable expenses (including withholding counsel fees and expenses) payable or deductions applicable to additional sums payable incurred in connection therewith, including any tax arising by virtue of payments under this Section 6.42.10(b), computed in a manner consistent with paragraph (a) each of this Section 2.10. A certificate by Lender (or, in the case of a payment as to the Administrative Agent calculation and amount of such payments shall, absent manifest error, be final, conclusive and binding upon all parties hereto for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been madeall purposes.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments by Borrower under this Agreement or any other Document shall be made in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of any obligation present or future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any Credit Party hereunder government or under any political subdivision or taxing authority thereof, other than any tax on or measured by the net income of Agent or any Bank pursuant to the income tax laws of the United States or of the jurisdiction in which it is incorporated or the jurisdiction where such Bank's lending office is located or in which it has any other Credit Document shall contacts or connection that would subject it to the extent permitted by applicable laws be made free and clear of and without reduction or withholding for any taxation therein (collectively, "Taxes. (ii) A payment "), shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) less than the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation amounts otherwise specified to obtain the consent of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender be paid under this Agreement but on that date such Lender is not or has ceased and/or the other Documents. A certificate as to be a Qualifying Bank, other than as a result the calculation of any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums amounts payable under this Section 6.46.5 submitted to the Borrower by such Bank shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Taxes, Borrower shall promptly furnish to Agent and each Bank such certificates, receipts and other documents as may be required (in the judgment of such Bank) to establish any tax credit to which such Agent and Bank may be entitled. Borrower agrees to reimburse each Lender (orAgent and Bank, upon the written request, for taxes imposed on or measured by the net income of such Agent or Bank pursuant to the laws of the United States of America, any State or political subdivision thereof, or the jurisdiction in which Agent or such Bank is incorporated, or a jurisdiction in which the principal office or lending office of Agent or such Bank is located, or under the laws of any political subdivision or taxing authority of any such jurisdiction, as such Agent or such Bank shall determine are or were payable by such Bank, in respect of amounts payable to Agent or such Bank pursuant to this Section 6.5. As of the case date of a payment this Agreement, each of the Banks signatory hereto represents to the Administrative Agent and Borrower that there is no Tax presently imposed (or presently enacted for its own account, the Administrative Agentfuture imposition) receives upon them which would result in an amount equal to the sum it would have received had no such withholding or deductions been madeobligation of Borrower for reimbursement under this Section 6.5.

Net Payments. (a) Payments Free All payments made by the Borrower hereunder, under any Note or any other Credit Document, will be made without setoff, counterclaim or other defense. Except as provided for in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of Taxes; Obligation whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income (or any franchise tax) of a Bank pursuant to Withhold; Payments on Account the laws of Taxes. (ithe jurisdiction in which the principal office or applicable lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Bank is located) Any and all payments by interest, penalties or similar liabilities with respect thereto (collectively, "Taxes"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes and such additional amounts as may be necessary so that every payment of all amounts due hereunder, under any Note or under any other Credit Document, after withholding or deduction for or on account of any obligation Taxes, will not be less than the amount provided for herein or in such Note or in such other Credit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the Borrower shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the juris- diction in which the principal office or applicable lending office of such Bank is located or of any Credit Party hereunder political subdivision or taxing authority of any such jurisdiction and for any withholding of income or similar taxes imposed by the United States of America as such Bank shall determine are payable by, or withheld from, such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to this or the preceding sentence. The Borrower will furnish to the Agent within 45 days after the date the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower will indemnify and hold harmless the Agent and each Bank, and reimburse the Agent or such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid or withheld by such Bank. (b) Each Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes agrees (i) to provide to the Borrower on or prior to the Initial Borrowing Date two original signed copies of Internal Revenue Service Form 4224 or Form 1001 certifying to such Bank's entitlement to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement, under any Note and under any other Credit Document shall and (ii) that, (x) to the extent permitted legally entitled to do so, with respect to a Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 12.04 hereof (unless the respective Bank was already a Bank hereunder immediately prior to such assignment or transfer), upon the date of such assignment or transfer to such Bank, and (y) with respect to any Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes (including, without limitation, any assignee or transferee), from time to time, upon the reasonable request by applicable laws be made free and clear of and without reduction the Borrower or withholding for any Taxes. (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Agent after the Restatement Effective Date, such Bank Rules would not have been violated if the assigning Lender would have complied with its obligation will provide to obtain the consent each of the Borrower Representative and the Agent two original signed copies of Internal Revenue Service Form 4224 or Form 1001 (or any successor forms) certifying to such Bank's entitlement to a complete exemption from, or reduction in, United States withholding tax with respect to payments to be made under this Agreement, under any Note and under any other Credit Document. Notwithstanding anything to the assignment of all contrary contained in Section 4.04(a), the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or a portion of its Loans and Commitment withhold income or other similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder (without any obligation under Section 14.6 (Successors and Assigns4.04(a) to pay the respective Bank such taxes or if (Bany additional amounts with respect thereto) for the Lender in relation to account of any Bank which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or a United States person (as such term is defined in Section 7701(a)(30) of the Code) for United States federal income tax purposes and which has ceased not provided to the Borrower such forms required to be provided to the Borrower by a Qualifying Bank pursuant to the first sentence of this Section 4.04(b), provided that if the Borrower shall so deduct or withhold any such taxes, it shall provide a statement to the Agent and such Bank, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other than information or documenta- tion which such Bank may reasonably request for assisting such Bank in obtaining any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Bank is subject to tax. Notwithstanding anything to the contrary contained in the preceding sentence, the Borrower agrees to indemnify each Bank in the manner set forth in Section 4.04(a) in respect of any amounts deducted or withheld by it as described in the previous sentence as a result of any Change in Law changes after the date it became a Lender under this Agreement. (iii) If Restatement Effective Date in any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay treaty, governmental rule, regulation, guideline or order, or in the full amount withheld or deducted interpretation thereof, relating to the relevant Governmental Authority, and (C) to the extent that the deducting or withholding of income or deduction is made on account of Indemnified Taxes or Other similar Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been made.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments made by the Borrower hereunder will be made without setoff or on account of counterclaim. Promptly upon notice from any obligation of any Credit Party hereunder or under any other Credit Document shall Bank to the extent permitted by applicable laws be made free and clear of and without reduction or withholding for any Taxes. (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of Borrower, the Borrower Representative will pay, prior to the assignment date on which penalties attach thereto, all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of all a Loan or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than Competitive Bid Loan solely as a result of the interest rate being determined by reference to the Eurodollar Rate and/or the provisions of this Agreement relating to the Eurodollar Rate and/or the recording, registration, notarization or other formalization of any Change thereof and/or any payments of principal, interest or other amounts made on or in Law respect of a Loan or a Competitive Bid Loan when the interest rate is determined by reference to the Eurodollar Rate (all such taxes, levies, costs and charges being herein collectively called "Taxes"); provided that Taxes shall not include taxes imposed on or measured by the overall net income or overall net profits of that Bank by the United States of America or any political subdivision or taxing authority thereof or therein, or taxes on or measured by the overall net income or overall net profits of any foreign branch or subsidiary of that Bank by any foreign country or subdivision thereof in which that branch or subsidiary is doing business. The Borrower shall also pay such additional amounts equal to increases in taxes payable by that Bank described in the foregoing proviso which increases are attributable to payments made by the Borrower described in the immediately preceding sentence of this Section 3.04. Promptly after the date it became a Lender under this Agreement. (iii) If on which payment of any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law such Tax is due pursuant to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted Borrower will, at the request of that Bank, furnish to that Bank evidence, in form and substance satisfactory to that Bank, that the relevant Governmental AuthorityBorrower has met its obligation under this Section 3.04. The Borrower will indemnify each Bank against, and (C) reimburse each Bank on demand for, any Taxes, as determined by that Bank in its good faith discretion. Such Bank shall provide the Borrower with appropriate receipts for any payments or reimbursements made by the Borrower pursuant to this Section 3.04. Notwithstanding the foregoing, the Borrower shall be entitled, to the extent that the withholding it is required to do so by law, to deduct or deduction is made withhold (and shall not be required to make payments as otherwise required in this Section 3.04 on account of Indemnified Taxes such deductions or Other Taxeswithholdings) income or other similar taxes imposed by the United St▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇ees or other amounts payable hereunder for the account of any Bank other than a Bank (i) who is a U.S. Person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with the Borrower for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if the Borrower shall so deduct or withhold any such taxes, it shall provide a statement to the Agent and such Bank, setting forth the amount of such taxes so deducted or withheld, the sum payable by the applicable Credit Party shall be increased as necessary so that after rate and any required withholding other information or documentation which such Bank may reasonably request for assisting such Bank to obtain any allowable credits or deductions have been made (including withholding for the taxes so deducted or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, withheld in the case of a payment jurisdiction or jurisdictions in which such Bank is subject to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been madetax.

Net Payments. (a) Payments Free of Taxes; Obligation All payments made by the Company hereunder or ------------ under any Note will be made without setoff, deduction, counterclaim or other defense. All payments with respect to Withhold; Payments on Account of Taxes. any Loan shall be made in such amounts as may be necessary in order that all such payments (i) Any and all payments by after withholding for or on account of (i) any obligation present or future taxes, levies, imposts, duties or other similar charges of whatsoever nature imposed by any government or any political subdivision or taxing authority thereof, other than any taxes (except taxes referred to in clause (ii) below) on or measured by the net income of a Bank pursuant to the tax laws of the jurisdiction where such Bank's principal office or lending office is located and (ii) deduction of an amount equal to any taxes on or measured by the net income payable by any such Bank with respect to the amount by which the payments required to be made by this Section 4.03 exceed the amount otherwise specified to be paid under this Agreement and the Notes) shall not be less than the amount otherwise specified to be paid under this Agreement or any Note for such Loan. Notwithstanding the foregoing, but subject to the succeeding sentence, (x) the Company shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or other similar taxes imposed by the United States of America from interest, fees or other amounts payable hereunder and (y) shall not be obligated pursuant to this Section 4.03(a) to gross-up payments to be made to a Bank in respect of income or similar taxes imposed by the United States, for the account of any Credit Party hereunder Bank other than a Bank (i) that is a U.S. person for Federal income tax purposes or (ii) that has the Prescribed Forms on file with the Company for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms. If the Company shall so deduct or withhold any taxes, (i) if the obligation to deduct or withhold any such taxes is attributable to a change in federal income tax laws (including any applicable treaty) the Company shall pay the full amount of such taxes, and such additional amounts, if any, as may be necessary so that every payment of all amounts due under this Agreement or under any other Credit Document shall to the extent permitted by applicable laws be made free and clear of and without reduction Note, after deducting or withholding for on account of any Taxestaxes, will not be less than the amount provided for herein or in such Note, and (ii) it shall provide a statement to the Agent and such Bank, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Bank may reasonably request for assisting such Bank to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Bank is subject to tax. (b) If any taxes imposed on any Bank are paid or indemnified against by the Company under this Section 4.03, and such Bank (i) receives a refund of any amount of taxes paid or reimbursed by the Company or (ii) A after the payment of or indemnification for such taxes realizes a tax benefit (whether by means of a credit, deduction or otherwise) by reason of the payment of such taxes which results in a reduction in the taxes due and payable by such Bank, such Bank shall pay to the Company an amount that such Bank determines, in its sole discretion, is equal to the reduction in taxes due and payable by such Bank which would not have been realized but for such tax benefit or refund; provided, however, that if at the time such payment shall be due to the Company an Event of Default shall have occurred and be continuing, such payment shall not be increased under paragraph (i) above by reason required to be made to the Company unless and until such Event of Swiss Withholding Tax if (A) the Non-Bank Rules would not Default shall have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all or cured; provided, further, however, that any taxes that are imposed on a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, the Administrative Agent disallowance or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made reduction (including withholding through the expiration of any tax credit carryovers or deductions applicable carrybacks of such Bank that would otherwise not have expired) of any reduction in taxes or refund referred to additional sums payable under in this Section 6.4) each Lender (or, in the case of sentence as to which a Bank has made a payment to the Administrative Agent Company as required hereby, shall be treated as a tax for which the Company is obligated to indemnify such Bank on demand pursuant to this Section 4.03. Whether or not a Bank claims any refund or credit or files any amended tax return shall be in the sole discretion of such Bank. Nothing in this Section 4.03(b) shall require a Bank to disclose or detail the basis of its own account, calculation of the Administrative Agent) receives an amount equal of any tax benefit or refund to the sum it would have received had no Company or to any other party (including, without limitation, such withholding or deductions been madeBank's tax return).

Net Payments. (a) Payments Free authority thereof, other than any tax on or measured by the net income of a Bank pursuant to the income tax laws of the jurisdictions where such Bank's principal or lending office is located (collectively "Taxes")) shall not be less than the amounts otherwise specified to be paid under this Agreement and/or any other Credit Document. If the Borrower or the Company is required by law to make any deduction or withholding on account of Taxes from any payment due hereunder or under the other Credit Documents, then (i) the Borrower shall timely remit such Taxes to the governmental authority imposing the same and (ii) the amount payable hereunder or under the applicable Credit Documents will be increased to such amount which, after deduction from such increased amount of all amounts required to be deducted or withheld therefrom, will not be less than the amount otherwise due and payable. (b) Without prejudice to the provisions of clause (a) of this Section 3.04, if any Bank or the Agent is required to make any payment on account of Taxes; Obligation , the Borrower will, promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Borrower shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to Withhold; Payments the laws of the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to or on Account behalf of such Bank pursuant to this Section 3.04. For purposes of this Section 3.04, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as to any additional amounts payable to a Bank under this Section 3.04 submitted to the Borrower by such Bank shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Taxes, the Borrower shall promptly furnish to each Bank such certificates, receipts and other documents as may be required (in the judgment of such Bank) to establish any tax credit to which such Bank may be entitled. (i) Any and all payments by or on account Each Bank that is organized under the laws of any obligation jurisdiction other than the United States or any State thereof (including the District of Columbia) (a "Foreign Bank") agrees to furnish to the Borrower and the Agent, prior to the date it receives any Credit Party hereunder payment under this Agreement or under any other Credit Document shall Documents, two signed copies of either U.S. Internal Revenue 24 -18- Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor form thereto (wherein such Bank claims entitlement to a complete exemption from U.S. federal withholding tax on interest paid by the extent permitted by applicable laws be made free and clear of and without reduction or withholding for any TaxesBorrower hereunder). (ii) In addition, each Foreign Bank agrees to provide subsequently to the Borrower and the Agent additional signed copies of Form 4224 or Form 1001 or any successor forms thereto (wherein such Bank claims entitlement to a complete exemption from or reduced rate of U.S. federal withholding tax on interest paid by the Borrower hereunder) as may be reasonably requested in writing by the Borrower or the Agent. A payment Foreign Bank shall be required to furnish a form under this Section 3.04(c)(ii) only if it is entitled to claim an exemption from or a reduced rate of withholding tax under applicable law. A Bank that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law at the time that a request to provide forms is received from the Borrower or the Agent, shall so inform the Borrower and the Agent in writing. In such event the Borrower shall be entitled to designate a replacement bank that is reasonably acceptable to the Agent; provided that the Borrower shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) entitled to replace the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this AgreementAgent. (iii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been made.

Net Payments. All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (abut excluding any tax imposed on the overall net income of the Bank or a Participant pursuant to the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) Payments Free in which the principal office of the Bank or such Participant is located) and all interest, penalties or similar liabilities with respect thereto (collectively, “Taxes”); Obligation provided, however, that the Agency shall have no liability with respect to Withhold; Payments any Taxes which are imposed on Account the Bank or any Participant that is a foreign banking institution pursuant to the laws of Taxes. the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the principal office of the Bank or such Participant, as the case may be, is located, unless (i) Any the Bank or such Participant, as the case may be, is entitled to benefits of an income tax treaty with the United States that provides for an exemption from United States withholding tax on interest and other amounts payable to the Bank or such Participant, as the case may be, pursuant to the terms of this Agreement, the Notes or any other Loan Document, or (ii) all payments interest and other amounts payable to the Bank or such Participant, as the case may be, pursuant to the terms of this Agreement, the Notes or any other Loan Document will be effectively connected with the conduct by the Bank or such Participant, as the case may be, of a trade or business within the United States. If any Taxes are so levied or imposed, the Agency agrees to pay the full amount of such Taxes and such additional amounts as may be necessary so that every payment of all amounts due hereunder or under the Notes or the other Loan Documents, after withholding or deduction for or on account of any obligation Taxes, will not be less than the amount provided for herein or in the Notes or the other Loan Documents. The Agency will deliver to the Bank within forty-five (45) days after the date the payment of any Credit Party hereunder or under any other Credit Document shall Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Agency. To the extent permitted by applicable laws be made free law, the Agency will indemnify and clear of hold harmless the Bank and without reduction or withholding each Participant, and reimburse the Bank and each Participant upon written request, for any Taxes. (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result amount of any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, the Administrative Agent Taxes so levied or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, imposed and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable paid by the applicable Credit Party shall be increased as necessary so that after any required withholding Bank or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been madeParticipant.

Net Payments. (a) Payments Free All payments made by the Borrower hereunder or under any Loan Document will be made without setoff, counterclaim or other defense. All payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall be made by the Borrower free and clear of and without deduction or withholding for or on account of any present or future tax, duty, levy, impost, assessment or other charge of whatever nature now or hereafter imposed by any Governmental Authority, but excluding therefrom (i) any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu of net income taxes) of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender is incorporated or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration 130 thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “Taxes; Obligation ”). If the Borrower is required by law to Withhold; Payments make any deduction or withholding of any Taxes from any payment due hereunder or under any of the Loan Documents, then the amount payable will be increased to such amount which, after deduction from such increased amount of all such Taxes required to be withheld or deducted therefrom, will not be less than the amount due and payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted to the Borrower by such Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties hereto. (b) If the Borrower makes any payment hereunder or under any of the Loan Documents in respect of which it is required by law to make any deduction or withholding of any Taxes, it shall pay the full amount to be deducted or withheld to the relevant taxation or other authority within the time allowed for such payment under applicable law and shall deliver to the Lenders within 30 days after it has made such payment to the applicable authority an original or certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Lender or Administrative Agent. (c) Without prejudice to the other provisions of Section 4.7, if any Lender, or the Administrative Agent on Account its behalf, is required by law to make any payment on account of TaxesTaxes on or in relation to any amount received or receivable hereunder or under any of the Loan Documents by such Lender, or the Administrative Agent on its behalf, or any liability for Tax in respect of any such payment is imposed, levied or assessed against any Lender or the Administrative Agent on its behalf, the Borrower will promptly, following receipt of the certificate described in the immediately following sentence, indemnify such person against such Tax payment or liability, together with any interest, penalties and expenses (including reasonable counsel fees and expenses) payable or incurred in connection therewith, including any tax of any Lender or the Administrative Agent arising by virtue of payments under this Section 4.7(c), computed in a manner consistent with this Section 4.7(c). A certificate as to the amount of such payment by such Lender, or the Administrative Agent on its behalf, showing calculations thereof 131 in reasonable detail, absent manifest error, shall be final, conclusive and binding upon all parties hereto for all purposes. (i) Any To the extent permitted by applicable law and all to the extent it has not already delivered the applicable forms, each Lender that is a Non-U.S. Participant shall deliver to Borrower and Administrative Agent on or prior to the Initial Borrowing date (or in the case of a Lender that is an Assignee, on the date of such assignment to such Lender) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable form prescribed by the IRS) certifying to such Lender’s entitlement to a complete exemption from, or a reduced rate of, United States withholding tax on interest payments to be made under this Agreement or any Note. If a Lender that is a Non-U.S. Participant is claiming a complete exemption from withholding on interest pursuant to Section 881(c) of the Code, the Lender shall deliver (along with two accurate and complete original signed copies of IRS Form W-8BEN) a certificate substantially in the form of Exhibit 4.7(d) (any such certificate, a “Section 4.7(d)(i) Certificate”). In addition, each Lender that is a Non-U.S. Participant agrees that from time to time after the Initial Borrowing date, (or in the case of a Lender that is an Assignee, after the date of the assignment to such Lender), when a lapse in time (or change in circumstances occurs) renders the prior certificates hereunder obsolete or inaccurate in any material respect, such Lender shall, to the extent permitted under applicable law, deliver to the Borrower and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 4.7(d)(i) Certificate, to confirm or establish the entitlement of such Lender or Agent to an exemption from, or reduction in, United States withholding tax on account interest payments to be made under this Agreement or any Note. (ii) Each Lender that is not a Non-U.S. Participant (other than any such Lender which is taxed as a corporation for U.S. federal income tax purposes) shall provide two properly completed and duly executed copies of IRS Form W-9 (or any obligation successor or other applicable form) to Borrower and Administrative Agent certifying that such Lender is exempt from United States backup withholding tax. To the extent that a form provided pursuant to this Section 4.7(d)(ii) is rendered obsolete or inaccurate in any material respects as result of any Credit Party hereunder change in circumstances with respect to the status of a Lender, such Lender or under any other Credit Document shall Agent shall, to the extent permitted by applicable laws be made free law, deliver to Borrower and clear of and without reduction Administrative Agent revised forms necessary to confirm or establish the entitlement to such Lender’s exemption from United States backup withholding for any Taxes. (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreementtax. (iii) If a payment made to a Lender would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or Administrative Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or Administrative Agent as may be necessary for the Borrower or Administrative Agent to comply with its obligations under FATCA, to determine that such Lender has or has not complied with its obligations under FATCA or to determine the amount to deduct and withhold from such payment. For purposes of this Section 4.7(d)(iii), “FATCA” shall include any amendments made to FATCA after the Sixth Amendment Effective Date. (e) Each Lender agrees that, as promptly as practicable after it becomes aware of the occurrence of any event or the existence of any condition that would cause the Borrower to make a payment in respect of any Taxes to such Lender pursuant to Section 4.7(a) or a payment in indemnification for any Taxes pursuant to Section 4.7(c), it will use reasonable efforts to make, fund or maintain the Loan (or portion thereof) of such Lender with respect to which the aforementioned payment is or would be made through another lending office of such Lender if as a result thereof the additional amounts which would otherwise be required to be paid by such the Borrower in respect of such Loans (or portions thereof) or participation in Letters of Credit Partypursuant to Section 4.7(a) or Section 4.7(c) would be materially reduced, and if, as determined by such Lender, in its reasonable discretion, the making, funding or maintaining of such Loans or participation in Letters of Credit (or portions thereof) through such other lending office would not otherwise materially adversely affect such Loans or such Lender. The Borrower agrees to pay all reasonable expenses incurred by any Lender in utilizing another lending office of such Lender pursuant to this Section 4.7(e). (f) If the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law Lender (or Participant) receives any refund with respect to withhold or deduct any Taxes from as to which it has been indemnified by the Borrower, or with respect to which the Borrower has paid additional amounts pursuant to this Section 4.7, it shall pay over to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 4.7 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender (or Participant) and without interest (other than any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined interest paid by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental AuthorityAuthority with respect to such refund); provided that the Borrower, and upon the request of the Administrative Agent or such Lender (C) or Participant), agrees to repay the amount paid over to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other TaxesBorrower, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own accountor such Lender (or Participant), together with any interest, penalties and additions to tax, in the event the Administrative AgentAgent or such Lender (or Participant) receives an amount equal is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent or any Lender (or Participant) to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the sum it would have received had no such withholding Borrower or deductions been madeany other Person.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments made by or on account of any obligation of any Credit Party the Borrowers hereunder or under any other Credit Document shall to the extent permitted by applicable laws will be made without setoff, counterclaim or other defense. Except as provided in this Section 4.04, all payments hereunder and under any of the Credit Documents (including, without limitation, payments on account of principal and interest and fees) shall be made by the Borrowers free and clear of and without reduction deduction or withholding for or on account of any Taxes.present or future tax, duty, levy, impost, assessment or other charge of whatever nature now or hereafter imposed by any Governmental Authority, but excluding therefrom (i) a tax imposed on or measured by the overall net income (including a franchise tax based on net income) of the lending office of the Lender in respect of which the payment is made by the jurisdiction in which the Lender is incorporated or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) A in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender with respect to the Loans or portion thereof affected by such change, and (iii) any tax imposed on or measured by the overall net income (including a franchise tax based on net income) of a Lender or an office or branch thereof by the United States of America or any political subdivision or taxing authority thereof or therein (such tax or taxes, other than excluded tax or taxes, being herein referred to as "TAX" or "TAXES"). If the Borrowers are required by law to make any deduction or withholding of any Taxes from any payment shall due hereunder or under any of the Credit Documents, then the amount payable will be increased to such amount which, after deduction from such increased amount of all such Taxes required to be withheld or deducted therefrom, will not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) less than the Non-Bank Rules would not have amount due and payable hereunder had no such deduction or withholding been violated if the assigning Lender would have complied with its obligation required. A certificate as to obtain the consent of the Borrower Representative any additional amounts payable to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date Section 4.04 submitted to the Lead Borrower by such Lender is not or has ceased shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be a Qualifying Bankfinal, other than as a result of any Change in Law after the date it became a Lender under this Agreementconclusive and binding upon all parties hereto. (iiib) If the Borrowers make any payment hereunder or under any of the Credit PartyDocuments in respect of which they are required by law to make any deduction or withholding of any Taxes, the Administrative Agent or any other applicable Withholding Agent Borrowers shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount to be deducted or withheld or deducted to the relevant Governmental Authoritytaxation or other authority within the time allowed for such payment under applicable law and shall deliver to the Lenders within thirty (30) days after it has made such payment to the applicable authority a receipt issued by such authority evidencing the payment to such authority of all amounts so required to be deducted or withheld from such payment. (c) Without prejudice to the other provisions of Section 4.04, if any Lender, or the Administrative Agent on its behalf, is required by law to make any payment on account of Taxes on or in relation to any amount received or receivable hereunder or under any of the Credit Documents by such Lender, or the Administrative Agent on its behalf, or any liability for Tax in respect of any such payment is imposed, levied or assessed against any Lender or the Administrative Agent on its behalf, the Borrowers will promptly, following receipt of the certificate described in the immediately following sentence, indemnify such person against such Tax payment or liability, together with any interest, penalties and expenses (including reasonable counsel fees and expenses) payable or incurred in connection therewith, including any tax of any Lender arising by virtue of payments under this Section 4.04(c), computed in a manner consistent with this Section 4.04(c). A certificate prepared in good faith as to the amount of such payment by such Lender, or the Administrative Agent on its behalf, absent manifest error, shall be final, conclusive and binding upon all parties hereto for all purposes. (d) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the Lead Borrower and the Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an Assignee of an interest under this Agreement pursuant to Section 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment), on the date of such assignment to such Lender, (i) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI or W-8IMY (or successor or other applicable forms pre▇▇▇▇▇▇▇ ▇▇ ▇▇▇ IRS) certifying to such Lender's entitlement to a complete exemption from or reduced rate of United States withholding tax on interest payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver the applicable form pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit C (any such certificate, a "SECTION 4.04(D)(II) CERTIFICATE") and (Cy) two accurate and complete original signed copies of IRS Form W-8 (or successor form) certifying to such Lender's entitlement to a complete exemption from United States withholding tax on payments of interest to be made under this Agreement and under any Note; provided, however, that no Lender shall be required to deliver an IRS Form W-8BEN, W-8ECI, W-8IMY, or Section 4.04(d)(ii) Certificate under thi▇ ▇▇▇▇▇▇▇ ▇.▇▇(d) to the extent that the delivery of such form is not authorized by law; provided, further, however, that in the event that a Lender provides the Borrowers or the Administrative Agent with an IRS Form W-8IMY (or substitute form) indicating that it is a "flow through" entity, as defined in Treasury Regulations promulgated under Section 1441 of the Code, or otherwise, not a beneficial owner of interest payments under this Agreement and under any Note, such Lender agrees, on or prior to the Closing Date, or the date of assignment to such Lender, as applicable, to take any actions necessary, and to deliver to the Borrowers and the Administrative Agent all forms necessary, to establish such Lender's entitlement to a complete exemption from, or a reduction in, United States withholding tax on payments of interest to be made under this Agreement and under any Note, including causing its partners, members, beneficiaries, beneficial owners, and their beneficial owners, if any, to take any actions and deliver any forms necessary to establish such exemption. Notwithstanding the foregoing, (i) a fiscally transparent entity may provide an IRS Form W-8BEN to claim a treaty exemption or deduction rate reduction to the extent that such entity is made on account receiving interest and is not treated as fiscally transparent by its own jurisdiction, provided, that the satisfaction of Indemnified Taxes such conditions entitles the Lender to an exemption or Other Taxesreduction from withholding at the time such Lender becomes a party to this Agreement and (ii) a withholding foreign partnership, withholding foreign trust, and qualified intermediary shall only provide such information as is required by Treasury Regulations promulgated under Code Section 1441. For purposes of this Agreement, the sum payable term "Forms" shall include any attachments to IRS Forms W-8 IMY required to be filed by the applicable Credit Party Lender. In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender will deliver to the Lead Borrower and the Administrative Agent two new accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY and a Section 4.04(d)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender (or its partners, members, beneficiaries, or beneficial owners) to a continued exemption from or reduction in United States withholding Tax on interest payments under this Agreement and any Note, or it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such form or certificate; provided, however, that no Lender shall be increased as necessary so that after any required withholding to deliver an IRS Form W8-BEN, W-8ECI, or deductions have been made (including withholding or deductions applicable to additional sums payable W-8IMY under this Section 6.44.04(d) each to the extent t▇▇▇ ▇▇▇ ▇▇▇▇▇▇ry of such form is not authorized by law; provided, further, however, that any Lender which does not deliver the applicable form pursuant to this Section 4.04(d) shall be entitled to additional payment pursuant to Section 4.04(a) or indemnification under Section 4.04(c) only if and to the extent (ori) such failure results from a change in law or (ii) the Tax to which such additional payment or indemnification relates would have been imposed regardless of whether such Lender provided such forms. Notwithstanding anything to the contrary contained in Section 4.04, in any Lender that has not provided to the case Borrower the IRS Forms required to be provided to the Borrowers pursuant to this Section 4.04(d) shall not be entitled to any payment of additional amounts pursuant to Section 4.04(a) or indemnification under Section 4.04(c) with respect to any deduction or withholding which would not have been required if such Lender had provided such forms. (e) Each Lender that is incorporated or organized under the laws of the United States of America or a payment state thereof shall provide two properly completed and duly executed copies of IRS Form W-9, or any successor or other applicable form. Each Lender shall deliver to the Borrowers and the Administrative Agent (provided that such Lender remains lawfully able to do so), two further duly executed forms and statements, properly completed in all material respects, at or before the time any such form or statement expires or becomes obsolete, or otherwise as reasonably requested by the Borrower. Each Lender shall promptly notify the Borrowers at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form or certification adopted by U.S. taxing authorities for such purpose). (f) Each Lender agrees that, as promptly as practicable after it becomes aware of the occurrence of any event or the existence of any condition that would cause the Borrowers to make a payment in respect of any Taxes to such Lender pursuant to Section 4.04(a) or a payment in indemnification for any Taxes pursuant to Section 4.04(c), it will use reasonable efforts to make, fund or maintain the Loan (or portion thereof) of such Lender with respect to which the aforementioned payment is or would be made through another lending office of such Lender or take any other action reasonably requested by the Lead Borrower if as a result thereof the additional amounts which would otherwise be required to be paid by the Borrowers in respect of such Loans (or portions thereof) pursuant to Section 4.04(a) or Section 4.04(c) would be materially reduced, and if, as determined by such Lender, in its own accountreasonable discretion, the Administrative Agentmaking, funding or maintaining of such Loans (or portions thereof) receives an amount equal through such other lending office or taking of such other action would not otherwise materially adversely affect such Loans or such Lender. The Borrowers agrees to the sum it would have received had no pay all reasonable expenses incurred by any Lender in utilizing another lending office of such withholding Lender or deductions been madetaking of such other action pursuant to this Section 4.04(f).

Net Payments. All payments made by Comercial and Vitrocrisa hereunder or under any Note will be made without setoff, counterclaim or other defense. All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, value-added taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed (ain all cases excluding income taxes) Payments Free and all interest, penalties or similar liabilities with respect thereto (collectively, "Additional Costs"); provided, however, that anything herein contained to the contrary notwithstanding, Comercial and Vitrocrisa shall not be required to pay withholding taxes in excess of Taxes; Obligation to Withhold; Payments on Account the amount of Taxes. withholding taxes that would be payable by a financial institution that is both (i) Any a resident of a country with which Mexico has entered into a treaty for the avoidance of double taxation which is in effect in such country and (ii) registered with the SHCP for purposes of Article 195(I) of the Mexican Income Tax Law (or any successor provision). Such withholding tax rate is currently 4.9%. If any Additional Costs are required by Law to be deducted or withheld from, or in respect of, any sum payable hereunder, each of Comercial and Vitrocrisa, as the case may be, agrees to pay, subject to the proviso in the immediately foregoing sentence, the full amount of such Additional Costs and such other additional amounts as may be necessary so that every payment of all payments by amounts due hereunder or under any Note, after withholding or deduction for or on account of any obligation of any Credit Party hereunder Additional Costs, will not be less than the amount provided for herein or under any other Credit Document shall in such Note. Subject to the extent permitted by applicable laws be made free and clear proviso in the first sentence of and without reduction this Section 4.4, Comercial or withholding for any Taxes. (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) Vitrocrisa, as the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative case may be, will furnish to the assignment of all or a portion of its Loans and Commitment under Section 14.6 Administrative Agent within sixty (Successors and Assigns60) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law days after the date it became a Lender under this Agreement. the payment of any Additional Costs is due pursuant to applicable law copies of tax forms evidencing such payment by Comercial or Vitrocrisa, duly stamped by or on behalf of the Ministry of Finance and Public Credit of Mexico (iiithe "SHCP") If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law Government Agency. Subject to withhold the proviso in the first sentence of this Section 4.4, each of Comercial and Vitrocrisa, as the case may be, will indemnify and hold harmless each Lender, and reimburse such Lender promptly upon its written request, for the amount of any Additional Costs or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold other taxes described above which are levied or make such deductions as are reasonably determined imposed on and paid by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been madeLender.

Net Payments. (a) Payments Free All payments made by Borrower hereunder or under any Loan Document shall be made without setoff, counterclaim, or other defense. All payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall be made by Borrower free and clear of and without deduction or withholding for, or account of, any tax, duty, levy, impost, deduction, charge, withholding, or assessment now or hereinafter imposed by any Governmental Authority. (b) If the Borrower makes any payment hereunder or under any Loan Document in respect of which it is required by law to deduct or withhold any Taxes; Obligation , Borrower shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld (and any taxes withheld or imposed with respect to Withhold; Payments the additional payments required under this Section 4.7(b)) the amount paid to the Lender or Administrative Agent equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 4.7(b). To the extent Borrower withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or assessments on Account payments hereunder or under any Loan Document, Borrower shall pay the full amount deducted to the relevant Governmental Authority within the time allowed for payment under applicable law and shall deliver to the Administrative Agent within 30 days after it has made payment to such authority a receipt issued by such authority (or other evidence satisfactory to the Administrative Agent) evidencing the payment of Taxesall amounts so required to be deducted or withheld from such payment. (c) If any Lender or Administrative Agent is required by law to make any payments of any Taxes on or in relation to any amounts received or receivable hereunder or under any other Loan Document, or any Tax is assessed against a Lender or Administrative Agent with respect to amounts received or receivable hereunder or under any other Loan Document, Borrower will indemnify such person against (i) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any taxes imposed as a result of the receipt of the payment under this Section 4.7(c). A certificate prepared in good faith as to the amount of such payment by Lender or Administrative Agent, showing calculations thereof in reasonable detail, shall, absent manifest error, be final, conclusive, and binding on all parties. (i) Any To the extent permitted by applicable law, each Lender that is a Non-U.S. Participant shall deliver to Borrower and all Administrative Agent on or prior to the Initial Borrowing Date (or in the case of a Lender that is an Assignee, on the date of such assignment to such Lender) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable form prescribed by the IRS) certifying to such Lender's entitlement to a complete exemption from, or a reduced rate in, United States withholding tax on interest payments to be made under this Agreement or any Note. If a Lender that is a Non-U.S. Participant is claiming a complete exemption from withholding on interest pursuant to Section 881(c) of the Code, the Lender shall deliver (along with two accurate and complete original signed copies of IRS Form W-8BEN) a certificate substantially in the form of Exhibit 4.7(d)(i) (any such certificate, a "Section 4.7(d)(i) Certificate"). In addition, each Lender that is a Non-U.S. Participant agrees that from time to time after the Initial Borrowing Date, (or in the case of a Lender that is an Assignee, after the date of the assignment to such Lender), when a lapse in time (or change in circumstances occurs) renders the prior certificates hereunder obsolete or inaccurate in any material respect, such Lender shall, to the extent permitted under applicable law, deliver to the Borrower and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 4.7(d)(i) Certificate, to confirm or establish the entitlement to such Lender or Administrative Agent to an exemption from, or reduction in, United States withholding tax on account interest payments to be made under this Agreement or any Note. (ii) Each Lender that is not a Non-U.S. Participant (other than any such Lender which is taxed as a corporation for U.S. federal income tax purposes) shall provide two properly completed and duly executed copies of IRS Form W-9 (or any obligation successor or other applicable form) to Borrower and Administrative Agent certifying to such Lender or Administrative Agent is exempt from United States backup withholding tax. To the extent that a form provided pursuant to this Section 4.7(d)(ii) is rendered obsolete or inaccurate in any material respects as result of any Credit Party hereunder change in circumstances with respect to the status of a Lender, such Lender or under any other Credit Document shall Administrative Agent shall, to the extent permitted by applicable laws be made free law, deliver to Borrower and clear of and without reduction or withholding for any Taxes. (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, the Administrative Agent revised forms necessary to confirm or any other applicable Withholding Agent shall be required by applicable law establish the entitlement to withhold or deduct any Taxes such Lender's exemption from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the United States backup withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been madetax.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments made by the Borrower hereunder will be made without setoff or on account of counterclaim. Promptly upon notice from any obligation of any Credit Party hereunder or under any other Credit Document shall Bank to the extent permitted by applicable laws be made free and clear of and without reduction or withholding for any Taxes. (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of Borrower, the Borrower Representative will pay, prior to the assignment date on which penalties attach thereto, all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than Loan solely as a result of the interest rate being determined by reference to the Eurodollar Rate and/or the provisions of this Agreement relating to the Eurodollar Rate and/or the recording, registration, notarization or other formalization of any Change thereof and/or any payments of principal, interest or other amounts made on or in Law respect of a Loan when the interest rate is determined by reference to the Eurodollar Rate (all such taxes, levies, costs and charges being herein collectively called "Taxes"); provided that Taxes shall not include taxes imposed on or measured by the overall net income or overall net profits of that Bank by the United States of America or any political subdivision or taxing authority thereof or therein, or taxes on or measured by the overall net income or overall net profits of any foreign branch or subsidiary of that Bank by any foreign country or subdivision thereof in which that branch or subsidiary is doing business. The Borrower shall also pay such additional amounts equal to increases in taxes payable by that Bank described in the foregoing proviso which increases are attributable to payments made by the Borrower described in the immediately preceding sentence of this Section 3.04. Promptly after the date it became a Lender under this Agreement. (iii) If on which payment of any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law such Tax is due pursuant to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted Borrower will, at the request of that Bank, furnish to that Bank evidence, in form and substance satisfactory to that Bank, that the relevant Governmental AuthorityBorrower has met its obligation under this Section 3.04. The Borrower will indemnify each Bank against, and (C) reimburse each Bank on demand for, any Taxes, as determined by that Bank in its good faith discretion. Such Bank shall provide the Borrower with appropriate receipts for any payments or reimbursements made by the Borrower pursuant to this Section 3.04. Notwithstanding the foregoing, the Borrower shall be entitled, to the extent that the withholding it is required to do so by law, to deduct or deduction is made withhold (and shall not be required to make payments as otherwise required in this Section 3.04 on account of Indemnified Taxes such deductions or Other Taxeswithholdings) income or other similar taxes imposed by the United States of America from interest, fees or other amounts payable hereunder for the account of any Bank other than a Bank (i) who is a U.S. Person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with the Borrower for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if the Borrower shall so deduct or withhold any such taxes, it shall provide a statement to the Agent and such Bank, setting forth the amount of such taxes so deducted or withheld, the sum payable by the applicable Credit Party shall be increased as necessary so that after rate and any required withholding other information or documentation which such Bank may reasonably request for assisting such Bank to obtain any allowable credits or deductions have been made (including withholding for the taxes so deducted or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, withheld in the case of a payment jurisdiction or jurisdictions in which such Bank is subject to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been madetax.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments by the Borrower under this Agreement or under any Credit Document shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of any obligation present or future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any government or any political subdivision or taxing authority thereof, other than any tax on or measured by the net income of a Bank or the Administrative Agent pursuant 39 -33- to the income tax laws of the United States or of the jurisdiction in which such Bank is incorporated or the jurisdiction where such Bank's lending or principal executive office is located or organized or in which it has any other contacts or connections that would subject it to taxation therein (collectively, "Taxes")) shall not be less than the amounts otherwise specified to be paid under this Agreement and/or any Credit Document. In the event that a Bank receives a refund of any Credit Party hereunder or under any other Credit Document shall Tax included in a payment made by the Borrower pursuant to the extent permitted preceding sentence, the Bank agrees to pay the Borrower any amount refunded to the Bank which shall be determined in the Bank's sole discretion to be a refund in respect of such Tax, and in no case shall the Borrower be entitled to review any tax returns or tax records of any Bank for any reason whatsoever. A certificate as to the calculation of any additional amounts payable to a Bank under this Section 3.04 submitted to the Borrower by applicable laws such Bank shall, absent manifest error, be made free final, conclusive and clear of and without reduction binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Taxes, the Borrower shall promptly furnish to each Bank such certificates, receipts and other documents as may be required (in the reasonable judgment of such Bank) to establish any tax credit to which such Bank may be entitled. The Borrower shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America, any State or political subdivision thereof, or the jurisdiction in which such Bank is incorporated, or a jurisdiction in which the principal office or lending office of such Bank is located, or under the laws of any political subdivision or taxing authority of any such jurisdiction, as such Bank shall determine are or were payable by such Bank, in respect of amounts payable to such Bank pursuant to this Section 3.04; provided that no assignee or transferee of any Bank shall be entitled to receive any greater payment under this Section 3.04 than such Bank would have been entitled to receive with respect to the rights assigned, or otherwise transferred unless (1) such assignment or transfer shall have been made at a time when the circumstances (including changes in applicable law) giving rise to such greater payment did not exist or had not yet occurred or (2) such assignment or transfer shall have been at the request of the Borrower. (iib) Without prejudice to the provisions of clause (a) of this Section 3.04, if any Bank, or the Administrative Agent on its behalf, is required by law to make any payment on account of Taxes on or in relation to any sum received or receivable under this Agreement and/or the other Credit Documents by such Bank, or the Administrative Agent on its behalf, or any liability for Tax in respect of any such payment is imposed, levied or assessed against any Bank, or the Administrative Agent on its behalf, the Borrower will promptly indemnify such Person against such Tax payment or liability, together with any interest, penalties and reasonable expenses (including counsel fees and expenses) payable or incurred in connection therewith, including any tax of any Bank arising by virtue of payments under this clause (b), computed in a manner consistent with clause (a) of this Section 3.04. A payment shall certificate by such Bank, or the Administrative Agent on its behalf, as to the calculation and amount of such payments shall, absent manifest error, be final, conclusive and binding upon all parties hereto for all purposes. (c) Each Bank that is not be increased incorporated or otherwise formed under paragraph the laws of the United States of America or a state thereof (ia "Non-U.S. Person") above by reason of Swiss Withholding Tax agrees that it shall, on or prior to the Closing Date, or, if later, the date it becomes a Bank hereunder, deliver to the Borrower and the Administrative Agent (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent two duly completed copies of the Borrower Representative to the assignment of all United States Internal Revenue Service Forms 1001 or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) 4224, or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of Banks exempt from United States Federal withholding tax pursuant to Section 871(h) or 881(c) of the Internal Revenue Code, two United States Internal Revenue Service Forms W-8 and a payment certificate, representing that such Non-U.S. Person is not a bank described in Section 881(c)(3)(A) of the Internal Revenue Code, or any successor applicable form of any thereof, certifying in each case that such Bank is entitled to receive payments hereunder payable to it without deduction or withholding of any United States Federal income taxes, or subject to a reduced rate thereof. Each Bank that delivers to the Borrower and the Administrative Agent for its own account, any such form or certification further undertakes to deliver to the Borrower and the Administrative Agent further copies of any such form or certification or other manner of certification reasonably satisfactory to the Borrower on or before the date that any such form or certification expires or becomes obsolete or of the occurrence of any event requiring a change in the most recent form or certification previously delivered by it to the Borrower or the Administrative Agent) receives an amount equal , and such extensions or renewals thereof as may reasonably be requested by the Borrower or the Administrative Agent, certifying that the Bank is entitled to receive payments hereunder without deduction or withholding of any United States Federal income taxes, or subject to a reduced rate thereof. If at any time after the date of this Agreement there has occurred, on or prior to the sum date on which any delivery of any such form or certification would otherwise be required, any change in law, rule, regulation, treaty, convention or directive, or any change in the interpretation or application of any thereof, that renders all such forms or certification inapplicable or which would prevent the Bank from duly completing and delivering any such form or certificate with respect to it, the Bank shall advise the Borrower that under applicable law it would have received had no such shall be subject to withholding of United States Federal income tax at the full statutory rate, a reduced rate of withholding or deductions been madewithout deduction or withholding. A Non-U.S. Person shall be required to furnish any such form or certification only if it is entitled to claim an exemption from or a reduced rate of withholding.

Net Payments. All payments made by the Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payment (abut excluding any tax imposed on or measured by the net income or gross income or gross receipts of any Bank (other than withholding taxes or taxes in lieu of withholding taxes) Payments Free pursuant to the laws of Taxes; Obligation to Withhold; Payments on Account the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the principal office or lending office of Taxes. (isuch Bank is located or in which such Bank is organized or in which such Bank is doing business through a branch or office from which such jurisdiction treats a Loan as having been made) Any and all payments by interest, penalties or similar liabilities with respect thereto (collectively, “Taxes”). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes and such additional amounts as may be necessary so that every payment of all amounts due hereunder or under any Note, after withholding or deduction for or on account of any obligation Taxes, will not be less than the amount provided for herein or in such Note. The Borrower shall also reimburse each Bank, upon its written request, which request shall show the basis for calculation of any Credit Party hereunder such reimbursement, for taxes imposed on or under any other Credit Document shall measured by the net income of such Bank pursuant to the extent permitted by applicable laws be made free and clear of and without reduction or withholding for any Taxes. (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative jurisdiction (or any political subdivision or taxing authority thereof or therein) in which its principal office or lending office is located or in which such Bank is organized or in which such Bank is doing business through a branch or office from which such jurisdiction treats a Loan as having been made as it shall determine are payable by it in respect of amounts paid to or on behalf of such Bank pursuant to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) preceding sentence. The Borrower will furnish to the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying applicable Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law within 45 days after the date it became a Lender under this Agreement. (iii) If the payment of any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by Taxes is due pursuant to applicable law certified copies of any tax receipts available to withhold or deduct the Borrower evidencing such payment by the Borrower. The Borrower will indemnify and hold harmless each Bank, and reimburse each Bank upon its written request, for the amount of any Taxes from any payment, then (A) such Withholding Agent shall withhold so levied or make such deductions as are reasonably determined imposed and paid by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been madeBank.

Net Payments. Payments of principal and interest under the Loan and any other payments made by the Debtor according to this Agreement shall be net, free of, and without any deduction for any tax, withholding, deposit and any other tax, encumbrance or surcharge, either present or future, established by the Chilean laws or any others that may be applied to this kind of agreements, credits or loans, irrespective of their nature (a) Payments Free except for those established by the Spanish laws regarding the tax on companies of Taxes; Obligation the Creditor, unless applied because the Debtor is Spanish). Should the Debtor be legally bound to Withhold; Payments make any deductions or withholdings on Account any payment to be made to the Creditor, under this Agreement, the amount to be paid by Debtor shall be raised in the amount necessary in order that, after making the required deductions, the Creditor shall receive an amount equal to the one that it would have received had such deductions or withholdings not been made. Should the Debtor pay any of Taxes. such deductions or withholdings, the Debtor shall send to the Creditor, within 30 days from the date of such payment, a form or original letter of payment issued by the competent authority or a legalized copy thereof evidencing that such payment was actually made. Should the Debtor have to make any deduction or withholding that increases any amounts payable pursuant to the foregoing and the Creditor would have received or would have been granted any credit against, or an exemption or remission or repayment of, any tax paid or payable by Debtor (hereinafter the “Tax Credit”), which is attributable to such deductions or withholdings, the Creditor shall, to any possible extent and without prejudice to any withholding of the amount of such credit, exemption, remission or repayment, (i) Any and all payments by reasonably determine the part of the Tax Credit actually received or on account of any obligation of any Credit Party hereunder or under any other Credit Document shall applied (the extent that it can do so without prejudice to the extent permitted by applicable laws be made free retention of the amount of such credit , relief , remission or repayment (i) reasonably determine the portion of the tax credit that actually perceived or apply (hereinafter the “Used Tax Credit”), and clear of and without reduction or withholding for any Taxes. (ii) A pay to the Debtor the Used Tax Credit only after it had been actually received or applied, so that the Creditor is (after the payment of such Used Tax Credit ) neither in a better or worse position than the one in which it would have been, had the Debtor not been required to suffer such deduction or withholding. Nothing stated in this Section 5.2, may interfere with or affect the Creditor’s right to manage or administer its tax affairs in the way that it best sees fit. Without it implying any restriction to the foregoing, the Creditor shall not be increased under paragraph (i) above by reason obliged to claim any Tax Credit or claim a Tax Credit in preference to other available claims, exemptions, credits or deductions available. The Creditor shall not be bound to disclose any information related to its taxation matters or with respect to the related calculations. Unless that, at the reasonable discretion of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with Creditor, it is detrimental to its obligation interests, it shall try to obtain the consent any available Tax Credit as a consequence of the Borrower Representative to payments made by the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than Debtor as a result of any Change in Law after the date it became a Lender under this Agreementdeductions or withholdings of any taxes referred to above. (iii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been made.

Net Payments. (a) Payments Free All payments under this Credit Agreement and the C/T Note shall be made without set-off, counterclaim, recoupment or defense of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any any kind and in such amounts as may be necessary in order that all payments by such payments, after deduction or withholding for or on account of any obligation future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by the United States or any Governmental Authority, other than franchise taxes or any tax on or measured by the gross receipts or overall net income of any Credit Party hereunder or under any other Credit Document shall Lender pursuant to the extent permitted income tax laws of the United States or any State or any Governmental Authority, or the jurisdiction where each Lender's principal office is located (collectively "Taxes"), shall not be less than the amounts otherwise specified to be paid under this Credit Agreement and the C/T Note. A certificate as to any additional amounts payable to the Lenders under this Section 2.15 submitted to the Borrower by applicable laws the Lenders shall show in reasonable detail an accounting of the amount payable and the calculations used to determine in good faith such amount and shall be made free and clear conclusive absent manifest or demonstrable error. Any amounts payable by the Borrower under this Section 2.15 with respect to past payments shall be due within thirty (30) days following receipt by the Borrower of and without reduction such certificate from the Lenders; any such amounts payable with respect to future payments shall be due within thirty (30) days after demand with such future payments. With respect to each deduction or withholding for or on account of any Taxes. , the Borrower shall promptly furnish to the Lenders such certificates, receipts and other documents as may be required (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) in the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent reasonable judgment of the Borrower Representative Lenders) to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation establish any tax credit to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to Lenders may be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreemententitled. (iii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been made.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments by the Borrower under this Agreement and the Notes shall be made without setoff or counterclaim and in such amounts as may be necessary in order that all payments, after deduction or withholding for or on account of any obligation present or future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any government or any political subdivision or taxing authority thereof (collectively the "Taxes"), shall not be less than the amounts otherwise specified to be paid under this Agreement and the Note. Notwithstanding anything to the contrary contained in this Section 9.1, the Borrower shall not be liable for the payment of any Credit Party hereunder tax on or under measured by net income imposed on or measured by the net income or portion thereof of the Bank. The Borrower shall pay all Taxes when due (and indemnify the Bank against any liability therefor) and shall promptly (and in any event not later than thirty (30) days thereafter) furnish to the Bank any certificates, receipts and other Credit Document documents which may be required (in the judgment of the Bank) to establish any tax credit to which the Bank may be entitled. The Bank shall promptly reimburse the Borrower upon receipt by the Bank of any refund or credit paid to the Bank for which and to the extent permitted the Bank has previously been reimbursed by applicable laws be made free and clear of and without reduction or withholding for any Taxes. (ii) A payment shall not be increased Borrower under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent this Section. The obligations of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or9.1 shall survive the termination of this Agreement and the repayment of the Notes. The Bank will cooperate with reasonable requests of the Borrower to seek refund of amounts owed hereunder, or to minimize amounts owed hereunder, provided that Borrower shall pay the costs thereof and provided that such action, in the case opinion of a payment to the Administrative Agent for its own accountBank, will not or may not adversely affect the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been madeBank.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments made by or on account of any obligation of any Credit Party hereunder or the Borrower under any other Credit Document this Agreement shall to the extent permitted by applicable laws be made free and clear of of, and without reduction deduction or withholding for or on account of, any Taxes. (ii) A payment shall not be increased under paragraph current or future income or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (i) above by reason any net income taxes and franchise taxes (imposed in lieu of Swiss Withholding Tax if (Anet income taxes) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but imposed on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, the Administrative Agent or any Lender, (ii) any such taxes attributable to the failure of the Administrative Agent or any Lender to comply with Section 5.3(c) and (iii) any such taxes imposed on the Administrative Agent or any Lender as a result of a current or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other applicable Withholding than any such connection arising solely from the Administrative Agent shall be or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement) (“Taxes”) except to the extent that such deduction or withholding is required by any applicable law law, as modified by the administrative practice of any relevant Governmental Authority then in effect. If any such Taxes are required to withhold or deduct any Taxes be withheld from any paymentamounts payable to the Administrative Agent or any Lender hereunder, then the Borrower shall: (A) promptly notify the Administrative Agent of such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, requirement; (B) such Withholding Agent shall timely promptly pay the full amount withheld or deducted to the relevant Governmental Authority, and Authority when due the full amount required to be deducted or withheld (C) including the full amount of Taxes required to the extent that the withholding be deducted or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable withheld from any additional amount paid by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment Borrower to the Administrative Agent for its own accountor such Lender under this Section 5.3(a); (C) as promptly as possible thereafter, forward to the Administrative Agent) receives Agent and such Lender an amount equal official receipt (or a certified copy), or other documentation reasonably acceptable to the sum it Administrative Agent and such Lender, evidencing such payment to such Governmental Authority; and (D) pay to the Administrative Agent or such Lender, in addition to the payment to which the Administrative Agent or such Lender is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by the Administrative Agent or such Lender, after deduction or withholding for any such Taxes, will equal the full amount the Administrative Agent or such Lender would have received had no such deduction or withholding been required. If the Borrower fails to pay to the relevant Governmental Authority when due any Taxes that it was required to deduct or deductions been madewithhold under this Section 5.3(a) in respect of any payment to or for the benefit of the Administrative Agent or any Lender under this Agreement or fails to furnish the Administrative Agent or such Lender, as applicable, with the documentation referred to in this Section 5.3(a) when required to do so, the Borrower shall forthwith on demand fully indemnify the Administrative Agent or such Lender for any incremental taxes, interest, costs or penalties that may become payable by the Administrative Agent or such Lender as a result of such failure. The Borrower’s obligations under this Section 5.3(a) shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) Notwithstanding Section 5.3(a), the Borrower shall not be required to indemnify or pay any additional amounts in respect of withholding tax applicable to any amount payable under this Agreement pursuant to Section 5.3(a) above to any Non-U.S. Lender, except if any such Loans were assigned, participated or transferred to such Non-U.S. Lender at the request of

Net Payments. All payments made by Borrower under this Agreement and the other Loan Documents shall be made without setoff or counterclaim and in such amounts as may be necessary in order that all such payments (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by after deduction or withholding for or on account of any obligation future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any Credit Party hereunder government, any political subdivision or under any taxing authority, including future taxes made effective retroactively, other Credit Document shall than any tax on or measured by the overall net income of Lender pursuant to the extent permitted income, bank or franchise tax laws of the United States or the State of California (collectively, "Taxes")) shall not be less than the amounts otherwise specified to be paid under this Agreement and the other Loan Documents. A certificate as to any additional amounts payable to Lender under this Section 1.8 submitted to Borrower by applicable laws Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall be made free and clear conclusive absent manifest error. Any amounts payable by Borrower under this Section 1.8 with respect to past payments shall be due within five business days following receipt by Borrower of and without reduction such certificate from Lender; any such amounts payable with respect to future payments shall be due concurrently with such future payments. With respect to each deduction or withholding for or on account of any Taxes. , Borrower shall promptly furnish to Lender such certificates, receipts and other documents as may be required (iiin the reasonable judgment of Lender) A payment shall not to establish any tax credit to which Lender may be increased entitled. Without any way affecting any of its rights under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning this Section 1.8, Lender would have complied with agrees that, upon its obligation to obtain the consent becoming aware that any of the Borrower Representative to the assignment of all present or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when future payments due it became a Lender under this Agreement but on would be subject to deduction for Taxes, it will notify Borrower in writing, and Lender further agrees that date such Lender is it will use reasonable efforts not disadvantageous to it (in its sole determination) in order to avoid or has ceased to be a Qualifying Bankminimize, other than as a result the case may be, the payment by Borrower of any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law additional amount for Taxes pursuant to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been made1.8.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and Except as otherwise required by law, all payments made by the Borrower to any Lender or on account of the Administrative Agent under this Agreement and/or any obligation of any Credit Party hereunder or under any other Credit Loan Document shall to the extent permitted by applicable laws be made free and clear of of, and without reduction for or withholding for on account of, any Taxes. (ii) A payment shall not be increased under paragraph (i) above present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all any Governmental Authority, excluding income, bank shares and franchise taxes imposed by any jurisdiction in which such Lender's principal or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) lending office is located or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not engaged in a trade or has ceased business or any political subdivision or taxing authority thereof or therein (such non-excluded taxes being called "Taxes"). If any Taxes are required to be a Qualifying Bank, other than as a result of withheld from any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, amounts payable to the Administrative Agent or any other applicable Withholding Agent Lender under this Agreement and/or any Loan Document, the Borrower shall timely remit such taxes to the Governmental Authority imposing the same and the amounts so payable to such Lender shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) increased to the extent that necessary to yield to such Lender (after payment of all Taxes) interest or any such other amounts payable at the withholding rates or deduction in the amounts specified in this Agreement and/or any Loan Document. Whenever any Tax is made payable by the Borrower, as promptly as possible thereafter, the Borrower shall send to the Administrative Agent, for its own account or the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. Without prejudice to the foregoing, if any Lender or the Administrative Agent is required to make any payment on account of Indemnified Taxes or Other Taxes, the sum payable Borrower will, upon notification by the applicable Credit Party shall be increased Lender or the Administrative Agent, promptly indemnify such Person against such Taxes. For purposes of this Section 2.12, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as necessary so that after to any required withholding or deductions have been made (additional ain reasonable detail the calculation thereof, or, alternatively, including withholding or deductions applicable a copy of the notice from the taxing jurisdiction notifying the Lender of its liability for Taxes) payable to additional sums payable a Lender under this Section 6.42.12 submitted to the Borrower by such Lender shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. The Lender shall submit such certification or otherwise provide written notice to the Borrower within a reasonable period of time after becoming aware of any Taxes for which it is entitled to payments of additional amounts under this Section 2.12. (b) Prior to the date of initial funding by each Lender (orthat is not incorporated under the laws of the United States of America or a state thereof, such Lender will deliver to the Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224 or successor applicable form, as the case may be, certifying in each case that such Lender is entitled to receive payments under this Agreement and/or any Loan Document payable to it, without deduction or withholding of any United States federal income taxes. Each Lender that delivers to the Borrower and the Administrative Agent a Form 1001 or 4224 pursuant to the preceding sentence, and each assignee, undertakes to deliver to the Borrower and the Administrative Agent two copies of the said Form 1001 or 4224, or successor applicable forms, or other manner of certification, as the case may be, on or before the date that any such form previously delivered expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and such extensions or renewals thereof as may reasonably be requested by the Borrower, certifying in the case of a payment Form 1001 or 4224 that such Lender is entitled to receive payments under this Agreement and/or any other Loan Document without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including without limitation any change in treaty, law or regulation) has occurred subsequent to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal Closing Date and prior to the sum date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it. Each such Lender which is not able to provide the applicable form shall advise the Borrower that it is not capable of receiving payments without any deduction or withholding of United States federaltwithstanding any other provision of this Section 2.12, no Lender shall be required to deliver any form pursuant to this Section 2.12 that such Lender is not legally able to deliver. (c) The Borrower shall not be required to pay any increased amount on account of Taxes pursuant to this Section 2.12 to any Lender to the extent that such Taxes would not have received been payable if such Lender had no furnished a form required by Section 2.12(b), unless such withholding failure results from any event subsequent to the date hereof (including without limitation any change in treaty, law or deductions been maderegulation) specified in the second sentence of Section 2.12(b).

Net Payments. (a) Payments Free All payments made by the Borrower hereunder, ------------ under any Note or any other Credit Document, will be made without setoff, counterclaim or other defense. Except as provided for in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of Taxes; Obligation whatever nature now or hereafter imposed by any Governmental Authority (but excluding any tax, interest, penalties or additions to Withhold; Payments tax imposed on Account or measured by the net income (or any franchise tax measured by or imposed on net income) of Taxes. a Bank pursuant to the laws of the jurisdiction (ior any political subdivision or taxing authority thereof or therein) Any under which such Bank is organized or in which the principal office or applicable lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Bank is located) and all payments by interest, penalties or similar liabilities with respect thereto (collectively, "Taxes"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes and such additional amounts as may be necessary so that every payment of all amounts due hereunder, under any Note or under any other Credit Document, after withholding or deduction for or on account of any obligation Taxes, will not be less than the amount provided for herein or in such Note or in such other Credit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income or profits of such Bank pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Bank is located or under the laws of any Credit Party political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Bank is located and for any withholding of income or similar taxes imposed by the United States of America as such Bank shall determine are payable by, or withheld from, such Bank in respect of such amounts so paid to or on behalf of such Bank pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or other evidence satisfactory to the Bank, evidencing such payment by the Borrower. The Borrower will indemnify and hold harmless the Administrative Agent and each Bank, and reimburse the Administrative Agent or such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid or withheld by such Bank. (b) Each Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes agrees to provide to the Borrower on or prior to the Effective Date, or in the case of a Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 1.13 or Section 12.04 (unless the respective Bank was already a Bank hereunder immediately prior to such assignment or transfer and such Bank is in compliance with the provisions of this Section 4.04(b)), on the date of such assignment or transfer to such Bank, (i) two accurate and complete original signed copies of Internal Revenue Service Form 4224 or 1001 (or successor forms) certifying to such Bank's entitlement to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement, any Note or any other Credit Document Document, or (ii) if the Bank is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (x) a certificate representing that such non-U.S. Bank is not a bank for purposes of Section 881(c) of the Code, is not a 10% shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a con- trolled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) (any such certificate, a "Section 4.04(b)(ii) Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8 (or successor form) certifying to such Bank's entitlement to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement, any Note or any other Credit Document. In addition, each Bank agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower two new accurate and complete original signed copies of Internal Revenue Service Form 4224 or 1001, or Form W-8 and a Section 4.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Bank to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement, any Note or any other Credit Document, or it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate. Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to Section 12.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent permitted it is required to do so by applicable laws be made free law, to deduct or withhold income or other similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for United States federal income tax purposes and clear of and without reduction which has not provided to the Borrower such forms that establish a complete exemption from such deduction or withholding for any Taxes. and (iiy) A payment the Borrower shall not be increased under paragraph (iobligated pursuant to Section 4.04(a) above hereof to pay a Bank in respect of income or similar taxes imposed by reason of Swiss Withholding Tax the United States or any additional amounts with respect thereto if (A) the Non-such Bank Rules would has not have been violated if the assigning Lender would have complied with its obligation provided to obtain the consent of the Borrower Representative the Internal Revenue Service forms required to be provided to the assignment Borrower pursuant to this Section 4.04(b). Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 4.04 and except as specifically provided for in Section 12.04(b), the Borrower agrees to pay additional amounts and indemnify each Bank in the manner set forth in Section 4.04(a) in respect of all any Taxes deducted or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) withheld by it as described in the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than previous sentence as a result of any Change in Law changes after the date it became a Lender under this AgreementEffective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (iiic) If the Borrower determines in good faith that a reasonable basis exists for contesting any Credit Partytaxes for which indemnification has been demanded hereunder, the relevant Bank or the Administrative Agent, as applicable, shall cooperate with the Borrower in challenging such taxes at the Borrower's expense if so requested by the Borrower. If any Bank or the Administrative Agent, as applicable, receives a refund of a tax for which a payment has been made by the Borrower pursuant to this Agreement or receives any credit, relief or other tax benefit in connection therewith, which refund or benefit in the good faith judgment of such Bank or the Administrative Agent, as the case may be, is attributable to such payment made by the Borrower, then the Bank or the Administrative Agent, as the case may be, shall reimburse the Borrower for such amount as the Bank or Administrative Agent, as the case may be, determines to be the proportion of the refund or benefit as will leave it, after such reimbursement, in no better or worse position than it would have been in if the payment had not been required. A Bank or the Administrative Agent shall claim any refund or any other applicable Withholding benefit that it determines is available to it, unless it concludes in its reasonable discretion that it would be adversely affected by making such a claim. Neither the Bank nor the Administrative Agent shall be required by applicable law obliged to withhold disclose any information regarding its tax affairs or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted computations to the relevant Governmental AuthorityBorrower in connection with this Section 4.04 (c). (d) Each Bank represents and agrees that, on the date hereof and at all times during the term of this Agreement, it is not and will not be a conduit entity participating in a conduit financing arrangement (Cas defined in Section 7701(1) of the Code and the proposed regulations thereunder as of the date hereof) with respect to the extent that Borrowings hereunder unless the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable Borrower has consented to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been madearrangement prior thereto.

Net Payments. (a) Payments Free All payments made by the Borrower ------------ hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b) and Section 12.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payment (but excluding any tax imposed on or measured by the net income or gross income or gross receipts of any Bank (other than withholding taxes or taxes in lieu of withholding taxes) pursuant to the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the principal office or lending office of such Bank is located or in which such Bank is organized or in which such Bank is doing business through a branch or office from which such jurisdiction treats a Loan as having been made) and all interest, penalties or similar liabilities with respect thereto (collectively, "Taxes; Obligation "). If any Taxes are so levied or imposed, the Borrower agrees to Withhold; Payments pay the full amount of such Taxes and such additional amounts as may be necessary so that every payment of all amounts due hereunder or under any Note, after withholding or deduction for or on Account account of any Taxes, will not be less than the amount provided for herein or in such Note. The Borrower shall also reimburse each Bank, upon its written request, which request shall show the basis for calculation of such reimbursement, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which its principal office or lending office is located or in which such Bank is organized or in which such Bank is doing business through a branch or office from which such jurisdiction treats a Loan as having been made as it shall determine are payable by it in respect of amounts paid to or on behalf of such Bank pursuant to the preceding sentence. The Borrower will furnish to the applicable Bank within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of any tax receipts available to the Borrower evidencing such payment by the Borrower. The Borrower will indemnify and hold harmless each Bank, and reimburse each Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank. (b) Each Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees (i) in the case of any such Bank that is a "bank" within the meaning of Section 881(c)(3)(A) of the Code and which constitutes a Bank hereunder on the Effective Date, to provide to the Borrower and the Agent on or prior to the Effective Date two original signed copies of Service Form 4224 or Form 1001 certifying to such Bank's entitlement to an exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, (ii) in the case of any such Bank that is a "bank" within the meaning of Section 881(c)(3)(A) of the Code, that, to the extent legally entitled to do so, (x) with respect to a Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 12.04(b) (unless the respective Bank was already a Bank hereunder immediately prior to such assignment or transfer), upon the date of such assignment or transfer to such Bank, and (y) with respect to any such Bank, from time to time upon the reasonable written request of the Borrower after the Effective Date, such Bank will provide to the Borrower two original signed copies of Internal Revenue Service Form 4224 or Form 1001 (or any successor forms) certifying to such Bank's entitlement to an exemption from, or reduction in, United States withholding tax with respect to payments to be made under this Agreement and under any Note, (iii) in the case of a Bank other than a Bank described in clause (i) or (ii) above on or prior to the Effective Date, to provide to the Borrower (1) a certificate substantially in the form of Exhibit G hereto (any such certificate, a "Section 4.04(b)(iii) Certificate") and (2) two accurate and complete original signed copies of Internal Revenue Service Form W- 8, certifying to such Bank's legal entitlement at the date of such certificate (assuming compliance by the Borrower with Section 8.13, to an exemption from U.S. withholding tax under the provisions of Section 881(c) of the Code with respect to payments to be made under this Agreement and (iv) in the case of any such Bank (other than a Bank described in clause (i) or (ii) above), (x) with respect to a Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 12.04(b) (unless the respective Bank was already a Bank hereunder immediately prior to such assignment or transfer), upon the date of such assignment or transfer to such Bank, and (y) with respect to any such Bank, from time to time upon the reasonable written request of the Borrower after the Effective Date, to provide to the Borrower such other forms as may be required in order to establish the entitlement of such Bank to an exemption from withholding with respect to payments under this Agreement and under any Note. Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to the immediately succeeding sentence, the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold Taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder (without any obligation to pay the respective Bank additional amounts with respect thereto) for the account of any Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes and which has not provided to the Borrower such forms required to be provided to the Borrower pursuant to the first sentence of this Section 4.04(b). Notwithstanding anything to the contrary contained in the preceding sentence and except as set forth in Section 12.04(b), the Borrower agrees to indemnify each Bank in the manner set forth in Section 4.04(a) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of Taxes. (ic) Any and all payments by or on account of any obligation of any Credit Party hereunder or under any other Credit Document shall to the extent permitted by applicable laws be made free and clear of and without reduction or withholding for any Taxes. (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of If the Borrower Representative pays an additional amount pursuant to the assignment Section 4.04 and a Bank receives any refund of all tax or a portion of credit against its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than tax liabilities as a result of such payment by the Borrower, such Bank shall pay to the Borrower an amount that such Bank determines, in its reasonable judgment, is equal to the net tax benefit obtained by such Bank as a result of such payment by the Borrower. Any such payment required pursuant to the immediately preceding sentence shall be accompanied by a schedule that sets forth the Bank's basis for its calculation of such net tax benefit. Whether or not a Bank claims any Change refund or credit shall be in Law after the date it became sole discretion of each Bank. Nothing in this Section 4.04(c) shall require a Lender under this Agreement. (iii) If Bank to disclose or detail its calculation of the amount of any Credit Party, the Administrative Agent tax benefit or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental AuthorityBorrower or any other Person (including, and (Cwithout limitation, any tax return) other than the provision of the schedule referred to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been madeabove.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments by the Company under this Agreement shall be made without setoff or counterclaim and (unless, in the case of Competitive Bid Loans only, otherwise agreed to between the Company and the Bank making any such Competitive Bid Loan), in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of any obligation present or future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any Governmental Authority, other than any tax on or measured by the net income of a Bank pursuant to the income tax laws of the United States or of the jurisdictions where such Bank’s principal or Applicable Lending Office is located (collectively, “Taxes”)) shall not be less than the amounts otherwise specified to be paid under this Agreement. If the Company is required by law to make any deduction or withholding from any payment due hereunder, then the amount payable will be increased to such amount which, after deduction from such increased amount of all amounts required to be deducted or withheld therefrom, will not be less than the amount otherwise due and payable. Without prejudice to the foregoing, if any Bank or the Administrative Agent is required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America, any State or political subdivision thereof, or the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of any Credit Party hereunder political subdivision or taxing authority of any such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to Article 2. For purposes of this Section, the term “Taxes” includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as to any additional amounts payable to a Bank under any other Credit Document shall this Section 2.08(f) submitted to the extent permitted Company by applicable laws such Bank shall, absent manifest error, be made free final, conclusive and clear of and without reduction binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Taxes, the Company shall promptly furnish to each Bank such certificates, receipts and other documents as may be required (in the judgment of such Bank) to establish any tax credit to which such Bank may be entitled. (ii) A payment Each Bank shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative supply to the assignment of all or Company, within a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law reasonable period after the date it became a Lender under of execution of this Agreement, executed copies of Internal Revenue Service Form W-8ECI or W-8BEN (which indicates that the respective Bank is entitled to receive interest exempt from United States withholding tax) or any successor Forms, and shall update such Forms as necessary in order to retain their effectiveness, to the extent each such Bank is legally entitled to execute and deliver either of such Forms. (iii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law With respect to withhold or deduct any Taxes from which are paid by the Company in accordance with the provisions of this Section 2.08(f), each Bank receiving the benefits of such payments of Taxes hereby agrees to pay to the Company any payment, then (A) amounts refunded to such Withholding Agent shall withhold or make Bank which such deductions as are reasonably determined by such Withholding Agent Bank determines in its sole discretion to be required by applicable law, (B) a refund in respect of such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been made.

Net Payments. (a) Payments Free All payments made by Borrowers hereunder or under any Loan Document shall be made without setoff, counterclaim, or other defense. To the extent permitted by applicable law, all payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall be made by Borrowers free and clear of and without deduction or withholding for, or account of, any tax, duty, levy, impost, deduction, charge, withholding, or assessment now or hereinafter imposed by any Governmental Authority. (b) If any Borrower makes any payment hereunder or under any Loan Document in respect of which it is required by law to deduct or withhold any Taxes; Obligation , such Borrower shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld (and any taxes withheld or imposed with respect to Withhold; Payments the additional payments required under this Section 2.8(b)) the amount paid to the Lender or Administrative Agent equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 2.8(b). To the extent any Borrower withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or assessments on Account payments hereunder or under any Loan Document, such Borrower shall pay the full amount deducted to the relevant Governmental Authority within the time allowed for payment under applicable law and shall deliver to the Administrative Agent within 30 days after it has made payment to such authority a receipt issued by such authority (or other evidence satisfactory to the Administrative Agent) evidencing the payment of Taxesall amounts so required to be deducted or withheld from such payment. (c) If any Lender or Administrative Agent is required by law to make any payments of any Taxes on or in relation to any amounts received or receivable hereunder or under any other Loan Document, or any Tax is assessed against a Lender or Administrative Agent with respect to amounts received or receivable hereunder or under any other Loan Document, each Borrower will indemnify such person against (i) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any Taxes imposed as a result of the receipt of the payment under this Section 2.8(c). A certificate prepared in good faith as to the amount of such payment by Lender or Administrative Agent shall, absent manifest error, be final, conclusive, and binding on all parties. (i) Any To the extent permitted by applicable law, each Lender that is a Non-U.S. Participant shall deliver to the Funds Administrator and all Administrative Agent on or prior to the Restatement Date (or in the case of a Lender that is an Assignee, on the date of such assignment to such Lender) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable form prescribed by the IRS) certifying to such Lender’s entitlement to a complete exemption from, or a reduced rate in, United States withholding tax on interest payments to be made under this Agreement or any Note. If a Lender that is a Non-U.S. Participant is claiming a complete exemption from withholding on interest pursuant to Section 881(c) of the Code, the Lender shall deliver (along with two accurate and complete original signed copies of IRS Form W-8BEN) a certificate substantially in the form of Exhibit 2.8(d)(i) (any such certificate, a “Section 2.8(d)(i) Certificate”). In addition, each Lender that is a Non-U.S. Participant agrees that from time to time after the Restatement Date, (or in the case of a Lender that is an Assignee, after the date of the assignment to such Lender), when a lapse in time (or change in circumstances occurs) renders the prior certificates hereunder obsolete or inaccurate in any material respect, such Lender shall, to the extent permitted under applicable law, deliver to the Funds Administrator and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 2.8(d)(i) Certificate, to confirm or establish the entitlement to such Lender or Administrative Agent to an exemption from, or reduction in, United States withholding tax on account interest payments to be made under this Agreement or any Note. (e) Each Lender that is not a Non-U.S. Participant (other than any such Lender which is taxed as a corporation for U.S. federal income tax purposes) shall provide two properly completed and duly executed copies of IRS Form W-9 (or any obligation successor or other applicable form) to Funds Administrator and Administrative Agent certifying to such Lender or Administrative Agent is exempt from United States backup withholding tax. To the extent that a form provided pursuant to this Section 2.8(e) is rendered obsolete or inaccurate in any material respects as result of any Credit Party hereunder change in circumstances with respect to the status of a Lender or under any other Credit Document shall Administrative Agent, such Lender or Administrative Agent shall, to the extent permitted by applicable laws be made free law, deliver to Funds Administrator and clear of and without reduction or withholding for any Taxes. (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, the Administrative Agent revised forms necessary to confirm or any other applicable Withholding Agent shall be required by applicable law establish the entitlement to withhold such Lender’s or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such ’s exemption from United States backup withholding or deductions been madetax.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments by or on account of or with respect to any obligation Note and the principal of, and interest on, the Loans, the Letters of Credit and all other amounts payable under this Agreement by any Credit Party hereunder or under any other Credit Document shall Borrower to the extent permitted by applicable laws Agent, any LC Bank or any Bank shall be made in United States Dollars, without set-off or counterclaim and free and clear of and without reduction by reason of all present and future income, stamp and other taxes and levies, imposts, duties, deductions, charges, compulsory loans and withholdings whatsoever imposed, assessed, levied or withholding collected by the U.S., any state or local government, any foreign government, any territory or possession of the U.S. or any political subdivision or taxing authority thereof or therein, together with interest thereon and penalties with respect thereto, if any, on or in respect of this Agreement, the Loans, any Note, any Letter of Credit, the registration, notarization or other formalization of any thereof, and any payments of principal, interest, charges, fees or other amounts made on, under or in respect thereof, other than any tax on or measured by the overall net income of a Bank pursuant to the income tax laws of the United States or the jurisdictions where such Bank's principal or lending offices are located (hereinafter called "Taxes"), all of which will be paid by such Borrower, for its own account, prior to the date on which any Taxesinterest or penalties attach thereto. (iib) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) Each Borrower will indemnify the Non-Agent and each Bank Rules would not have been violated if against, and reimburse the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all Agent and each Bank on demand for, any Taxes and any loss, liability, claim, or a portion of its Loans expense including interest, penalties, and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to legal fees which the Swiss Agent or the Bank may incur at any time arising out of or in connection with any failure of such Borrower makes the payment was a Qualifying Bank to make any payments of Taxes when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreementdue. (iiic) If In the event that any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be Borrower is required by applicable law, (B) decree or regulation to deduct or withhold Taxes from any amounts payable on, under or in respect of this Agreement, under any Note or Letter of Credit, such Withholding Agent Borrower shall timely pay in United States Dollars such additional amount as may be required, after the full amount withheld deduction or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, to enable the sum payable by Agent or the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (orLC B▇▇▇▇, in ▇▇ the case of a payment may be, to the Administrative Agent for its own account, the Administrative Agent) receives receive from such Borrower an amount equal to the sum it would have received had no such amount stated to be payable under or with respect to this Agreement, any Note or Letter of Credit. (d) Each Borrower shall promptly furnish to the Agent original tax receipts in respect of any withholding or deductions of Taxes required under this Section 3.9 and any other information, documents and receipts that the Agent may, in its sole discretion from time to time, require to establish to its satisfaction that full and timely payment has been mademade of all Taxes required to be paid under this Section 3.9.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. All payments made by the Guarantors hereunder will be made without setoff, counterclaim or other defense. All payments hereunder (i) Any and all including, without limitation, payments by or on account of any obligation of any Credit Party hereunder or under any other Credit Document principal and interest and fees) shall to the extent permitted by applicable laws be made by the Guarantors free and clear of and without reduction deduction or withholding for or on account of any Taxespresent or future tax, duty, levy, impost, assessment or other charge of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein. If the Guarantors are required by law to make any deduction or withholding of any taxes from any payment due hereunder, then the amount payable will be increased to such amount which, after deduction from such increased amount of all such taxes required to be withheld or deducted therefrom, will not be less than the amount due and payable hereunder had no such deduction or withholding been required. (iib) A If the Guarantors make any payment shall not be increased under paragraph (i) above hereunder in respect of which they are required by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation law to obtain the consent of the Borrower Representative to the assignment of all make any deduction or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result withholding of any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Partytaxes, the Administrative Agent or any other applicable Withholding Agent they shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount to be deducted or withheld or deducted to the relevant Governmental Authority, taxation or other authority within the time allowed for such payment under applicable law and (C) shall deliver to the extent that Funds, within 30 days after they have made such payment to the withholding applicable authority, a receipt issued by such authority evidencing the payment to such authority of all amounts so required to be deducted or deduction withheld from such payment. (c) Without prejudice to the provisions of subsection (a) of this paragraph 11, if either Guaranteed Party is made required by law to make any payment on account of Indemnified Taxes taxes on or Other Taxesin relation to any sum received or receivable hereunder by such Guaranteed Party, or any liability for taxes in respect of any such payment is imposed, levied or assessed against the Funds, the sum Guarantors will promptly indemnify such person against such tax payment or liability, together with any interest, penalties and expenses (including counsel fees and expenses) payable or incurred in connection therewith, including any tax on the Funds arising by virtue of payments under this subsection (c) of this paragraph 11, computed in a manner consistent with subsection (a) of this paragraph 11. A certificate as to the applicable Credit Party amount of such payment by such Guaranteed Party, absent manifest error, shall be increased as necessary so final, conclusive and binding upon all parties hereto for all purposes. Such Guaranteed Party agrees to use reasonable efforts to inform the Guarantors of any such taxes affecting it that are imposed by any jurisdiction after it becomes aware of any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been madetaxes being imposed.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments made by or on account of any obligation of any Credit Party hereunder or the Borrower under any other Credit Document this Agreement shall to the extent permitted by applicable laws be made free and clear of of, and without reduction deduction or withholding for or on account of, any current or future income or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (A) any net income taxes, franchise taxes (imposed in lieu of net income taxes) and branch profits taxes imposed on the Administrative Agent or any Lender, (B) any such taxes attributable to the failure of the Administrative Agent or any Lender to comply with Section 5.3(c) and (C) any such taxes imposed on the Administrative Agent or any Lender as a result of a current or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement) (“Taxes”) except to the extent that such deduction or withholding is required by any applicable law, as modified by the administrative practice of any relevant Governmental Authority then in effect. (ii) A payment shall not Subject to Section 5.3(b), if any such Taxes are required to be increased under paragraph (i) above by reason of Swiss Withholding Tax if withheld from any amounts payable to the Administrative Agent or any Lender hereunder, the Borrower shall: (A) promptly notify the Non-Bank Rules would not have been violated if Administrative Agent of such requirement; (B) promptly pay to the assigning relevant Governmental Authority when due the full amount required to be deducted or withheld (including the full amount of Taxes required to be deducted or withheld from any additional amount paid by the Borrower to the Administrative Agent or such Lender under this Section 5.3(a)); (C) as promptly as possible thereafter, forward to the Administrative Agent an official receipt (or a certified copy), or other documentation reasonably acceptable to the Administrative Agent, evidencing such payment to such Governmental Authority; and (D) pay to the Administrative Agent or such Lender, in addition to the payment to which the Administrative Agent or such Lender is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by the Administrative Agent or such Lender, after deduction or withholding for any such Taxes, will equal the full amount the Administrative Agent or such Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all received had no such deduction or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreementwithholding been required. (iii) If the Borrower fails to pay to the relevant Governmental Authority when due any Credit Party, Taxes that it was required to deduct or withhold under this Section 5.3(a) in respect of any payment to or for the benefit of the Administrative Agent or any other applicable Withholding Lender under this Agreement or fails to furnish the Administrative Agent shall be with the documentation referred to in Section 5.3(a)(ii)(C) when required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxesdo so, the sum Borrower shall forthwith on demand fully indemnify the Administrative Agent or such Lender for any incremental taxes, interest, costs or penalties that may become payable by the applicable Administrative Agent or such Lender as a result of such failure. (iv) The Borrower’s obligations under this Section 5.3(a) shall survive the termination of this Agreement and the payment of the Revolving Credit Party Loans and the Swingline Loans and all other amounts payable hereunder. (b) Notwithstanding Section 5.3(a), the Borrower shall not be increased as necessary so that after required to indemnify or pay any required additional amounts in respect of withholding or deductions have been made (including withholding or deductions tax applicable to additional sums any amount payable under this Agreement pursuant to Section 6.45.3(a) each above to any Non-U.S. Lender, except if any such Revolving Credit Loans or Swingline Loans were assigned, participated or transferred to such Non-U.S. Lender (orat the request or with the consent of the Borrower or were assigned, in participated or transferred to such Non-U.S. Lender following the case occurrence of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been made.and during the

Net Payments. (a) Payments Free All payments made by the Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b) and Section 12.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payment (but excluding any tax imposed on or measured by the net income or gross income or gross receipts of any Bank (other than withholding taxes or taxes in lieu of withholding taxes) pursuant to the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the principal office or lending office of such Bank is located or in which such Bank is organized or in which such Bank is doing business through a branch or office from which such jurisdiction treats a Loan as having been made) and all interest, penalties or similar liabilities with respect thereto (collectively, "Taxes; Obligation "). If any Taxes are so levied or imposed, the Borrower agrees to Withhold; Payments pay the full amount of such Taxes and such additional amounts as may be necessary so that every payment of all amounts due hereunder or under any Note, after withholding or deduction for or on Account account of any Taxes, will not be less than the amount provided for herein or in such Note. The Borrower shall also reimburse each Bank, upon its written request, which request shall show the basis for calculation of such reimbursement, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which its principal office or lending office is located or in which such Bank is organized or in which such Bank is doing business through a branch or office from which such jurisdiction treats a Loan as having been made as it shall determine are payable by it in respect of amounts paid to or on behalf of such Bank pursuant to the preceding sentence. The Borrower will furnish to the applicable Bank within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of any tax receipts available to the Borrower evidencing such payment by the Borrower. The Borrower will indemnify and hold harmless each Bank, and reimburse each Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank. (b) Each Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees (i) in the case of any such Bank that is a "bank" within the meaning of Section 881(c)(3)(A) of the Code and which constitutes a Bank hereunder on the Effective Date, to provide to the Borrower and the Administrative Agent on or prior to the Effective Date two original signed copies of Internal Revenue Service Form W-8BEN or Form W-8ECI (or any successor forms) certifying to such Bank's entitlement to an exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, (ii) in the case of any such Bank that is a "bank" within the meaning of Section 881(c)(3)(A) of the Code, that, to the extent legally entitled to do so, (x) with respect to a Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 12.04(b) (unless the respective Bank was already a Bank hereunder immediately prior to such assignment or transfer), upon the date of such assignment or transfer to such Bank, and (y) with respect to any such Bank, from time to time upon the reasonable written request of the Borrower after the Effective Date, such Bank will provide to the Borrower two original signed copies of Internal Revenue Service Form W-8BEN or Form W-8ECI (or any successor forms) certifying to such Bank's entitlement to an exemption from, or reduction in, United States withholding tax with respect to payments to be made under this Agreement and under any Note, (iii) in the case of a Bank other than a Bank described in clause (i) or (ii) above on or prior to the Effective Date, to provide to the Borrower (1) a certificate substantially in the form of Exhibit H hereto (any such certificate, a "Section 4.04(b)(iii) Certificate") and (2) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (or any successor form), certifying to such Bank's legal entitlement at the date of such certificate (assuming compliance by the Borrower with Section 8.13) to an exemption from U.S. withholding tax under the provisions of Section 881(c) of the Code with respect to payments to be made under this Agreement and (iv) in the case of any such Bank (other than a Bank described in clause (i) or (ii) above), (x) with respect to a Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 12.04(b) (unless the respective Bank was already a Bank hereunder immediately prior to such assignment or transfer), upon the date of such assignment or transfer to such Bank, and (y) with respect to any such Bank, from time to time upon the reasonable written request of the Borrower after the Effective Date, to provide to the Borrower such other forms as may be required in order to establish the entitlement of such Bank to an exemption from withholding with respect to payments under this Agreement and under any Note. Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to the immediately succeeding sentence, the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold Taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder (without any obligation to pay the respective Bank additional amounts with respect thereto) for the account of any Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes and which has not provided to the Borrower such forms required to be provided to the Borrower pursuant to the first sentence of this Section 4.04(b). Notwithstanding anything to the contrary contained in the preceding sentence and except as set forth in Section 12.04(b), the Borrower agrees to indemnify each Bank in the manner set forth in Section 4.04(a) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of Taxes. (ic) Any and all payments by or on account of any obligation of any Credit Party hereunder or under any other Credit Document shall to the extent permitted by applicable laws be made free and clear of and without reduction or withholding for any Taxes. (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of If the Borrower Representative pays an additional amount pursuant to the assignment Section 4.04 and a Bank receives any refund of all tax or a portion of credit against its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than tax liabilities as a result of such payment by the Borrower, such Bank shall pay to the Borrower an amount that such Bank determines, in its reasonable judgment, is equal to the net tax benefit obtained by such Bank as a result of such payment by the Borrower. Any such payment required pursuant to the immediately preceding sentence shall be accompanied by a schedule that sets forth the Bank's basis for its calculation of such net tax benefit. Whether or not a Bank claims any Change refund or credit shall be in Law after the date it became sole discretion of each Bank. Nothing in this Section 4.04(c) shall require a Lender under this Agreement. (iii) If Bank to disclose or detail its calculation of the amount of any Credit Party, the Administrative Agent tax benefit or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental AuthorityBorrower or any other Person (including, and (Cwithout limitation, any tax return) other than the provision of the schedule referred to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been madeabove.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and All payments made by the Borrower hereunder ------------ or under any Credit Document will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04, all payments by or hereunder and under ------------ any of the Credit Documents (including, without limitation, payments on account of any obligation of any Credit Party hereunder or under any other Credit Document principal and interest and fees) shall to the extent permitted by applicable laws be made by the Borrower free and clear of and without reduction deduction or withholding for or on account of any Taxes.present or future tax, duty, levy, impost, assessment or other charge of whatever nature now or hereafter imposed by any Governmental Authority, but excluding therefrom (i) a tax imposed on or measured by the overall net income (including a franchise tax based on net income) of the lending office of the Lender in respect of which the payment is made by the jurisdiction in which the Lender is incorporated or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) A in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender with respect to the Loans or portion thereof affected by such change and (iii) any tax imposed on or measured by the overall net income (including a franchise tax based on net income) of a Lender or an office or branch thereof by the United States of America or any political subdivision or taxing authority thereof or therein (such tax or taxes, other than excluded tax or taxes, being herein referred to as "Tax" or "Taxes"). If the Borrower is --- ----- required by law to make any deduction or withholding of any Taxes from any payment shall due hereunder or under any of the Credit Documents, then the amount payable will be increased to such amount which, after deduction from such increased amount of all such Taxes required to be withheld or deducted therefrom, will not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) less than the Non-Bank Rules would not have amount due and payable hereunder had no such deduction or withholding been violated if the assigning Lender would have complied with its obligation required. A certificate as to obtain the consent of the Borrower Representative any additional amounts payable to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date Section 4.04 submitted to the Borrower by ------------ such Lender is not or has ceased shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be a Qualifying Bankfinal, other than as a result of any Change in Law after the date it became a Lender under this Agreementconclusive and binding upon all parties hereto. (iiib) If the Borrower makes any payment hereunder or under any of the Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be Documents in respect of which it is required by applicable law to withhold make any deduction or deduct withholding of any Taxes from any paymentTaxes, then (A) such Withholding Agent it shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount to be deducted or withheld or deducted to the relevant Governmental Authoritytaxation or other authority within the time allowed for such payment under applicable law and shall deliver to the Lenders within 30 days after it has made such payment to the applicable authority a receipt issued by such authority evidencing the payment to such authority of all amounts so required to be deducted or withheld from such payment. (c) Without prejudice to the other provisions of Section 4.04, if any ------------ Lender, or the Administrative Agent on its behalf, is required by law to make any payment on account of Taxes on or in relation to any amount received or receivable hereunder or under any of the Credit Documents by such Lender, or the Administrative Agent on its behalf, or any liability for Tax in respect of any such payment is imposed, levied or assessed against any Lender or the Administrative Agent on its behalf, the Borrower will promptly, following receipt of the certificate described in the immediately following sentence, indemnify such person against such Tax payment or liability, together with any interest, penalties and expenses (including reasonable counsel fees and expenses) payable or incurred in connection therewith, including any tax of any Lender arising by virtue of payments under this Section 4.04(c), computed in a --------------- manner consistent with this Section 4.04(c). A certificate prepared in good --------------- faith as to the amount of such payment by such Lender, or the Administrative Agent on its behalf, absent manifest error, shall be final, conclusive and binding upon all parties hereto for all purposes. (d) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the Borrower and the Administrative Agent on or prior to the Restatement Effective Date, or in the case of a Lender that is an Assignee of an interest under this Agreement pursuant to Section 1.13 or 12.04 (unless the respective Lender was already a ------------ ----- Lender hereunder immediately prior to such assignment), on the date of such assignment to such Lender, (i) two accurate and complete original signed copies of IRS Form ▇-▇▇▇▇, ▇-▇▇▇▇ or W-8IMY (or successor or other applicable forms prescribed by the IRS) certifying to such Lender's entitlement to a complete exemption from or reduced rate of United States withholding tax on interest payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver the applicable form pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a --------- "Section 4.04(d)(ii) Certificate") and (Cy) two accurate and complete original -------------------------------- signed copies of IRS Form W-8 (or successor form) certifying to such Lender's entitlement to a complete exemption from United States withholding tax on payments of interest to be made under this Agreement and under any Note; provided, however, that no Lender shall be required to deliver a an IRS Form W- -------- ------- 8BEN, W-8ECI, W-8IMY, or Section 4.04(d)(ii) Certificate under this Section ------- 4.04(d) to the extent that the delivery of such form is not authorized by law; ------- provided further, however, that in the event that a Lender provides the Borrower -------- ------- ------- or the Administrative Agent with an IRS Form W-8IMY (or substitute form) indicating that it is a "flow through" entity, as defined in Treasury Regulations promulgated under Section 1441 of the Code, or otherwise, not a beneficial owner of interest payments under this Agreement and under any Note, such Lender agrees, on or prior to the Restatement Effective Date, or the date of assignment to such Lender, as applicable, to take any actions necessary, and to deliver to the Borrower and the Administrative Agent all forms necessary, to establish such Lender's entitlement to a complete exemption from, or a reduction in, United States withholding tax on payments of interest to be made under this Agreement and under any Note, including causing its partners, members, beneficiaries, beneficial owners, and their beneficial owners, if any, to take any actions and deliver any forms necessary to establish such exemption. Notwithstanding the foregoing, (i) a fiscally transparent entity may provide an IRS Form W-8BEN to claim a treaty exemption or deduction rate reduction to the extent that such entity is made on account receiving interest and is not treated as fiscally transparent by its own jurisdiction, provided the satisfaction of Indemnified Taxes such conditions entitles the Lender to an exemption or Other Taxesreduction from withholding at the time such Lender becomes a party to this Agreement and (ii) a withholding foreign partnership, withholding foreign trust, and qualified intermediary shall only provide such information as is required by Treasury Regulations promulgated under Code Section 1441. For purposes of this Agreement, the sum payable term "Forms" shall include any attachments for to IRS Forms W-8 IMY required to be filed by the applicable Credit Party Lender. In addition, each Lender agrees that from time to time after the Restatement Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY and a Section 4.04(d)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender (or its partners, members, beneficiaries, or beneficial owners) to a continued exemption from or reduction in United States withholding Tax on interest payments under this Agreement and any Note, or it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such form or certificate; provided, -------- however, that no Lender shall be increased as necessary so that after any required withholding to deliver an IRS Form ▇▇-▇▇▇, ▇-▇▇▇▇, ------- or deductions have been made (including withholding or deductions applicable to additional sums payable W-8IMY under this Section 6.44.04(d) each to the extent that the delivery of such --------------- form is not authorized by law; provided, further, however, that any Lender which -------- ------- ------- does not deliver the applicable form pursuant to Section 4.04(d) shall be --------------- entitled to additional payment pursuant to Section 4.04(a) or indemnification --------------- under Section 4.04(c) only if and to the extent (ori) such failure results from a --------------- change in law or (ii) the Tax to which such additional payment or indemnification relates would have been imposed regardless of whether such Lender provided such forms. Notwithstanding anything to the contrary contained in Section 4.04, in any Lender that has not provided to the case Borrower the IRS Forms ------------ required to be provided to the Borrower pursuant to this Section 4.04(d) shall --------------- not be entitled to any payment of additional amounts pursuant to Section 4.04(a) --------------- or indemnification under Section 4.04(c) with respect to any deduction or --------------- withholding which would not have been required if such Lender had provided such forms. (e) Each Lender that is incorporated or organized under the laws of the United States of America or a payment state thereof shall provide two properly completed and duly executed copies of IRS Form W-9, or any successor or other applicable form. Each Lender shall deliver to the Borrower and the Administrative Agent (provided that such Lender remains lawfully able to do so), two further duly executed forms and statements, properly completed in all material respects, at or before the time any such form or statement expires or becomes obsolete, or otherwise as reasonably requested by the Borrower. Each Lender shall promptly notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form or certification adopted by U.S. taxing authorities for such purpose). (f) Each Lender agrees that, as promptly as practicable after it becomes aware of the occurrence of any event or the existence of any condition that would cause the Borrower to make a payment in respect of any Taxes to such Lender pursuant to Section ------- 4.04(a) or a payment in indemnification for any Taxes pursuant to Section ------- ------- 4.04(c), it will use reasonable efforts to make, fund or maintain the Loan (or ------- portion thereof) of such Lender with respect to which the aforementioned payment is or would be made through another lending office of such Lender or take any other action reasonably requested by the Borrower if as a result thereof the additional amounts which would otherwise be required to be paid by such the Borrower in respect of such Loans (or portions thereof) or participation in Letters of Credit pursuant to Section 4.04(a) or Section 4.04(c) would be --------------- --------------- materially reduced, and if, as determined by such Lender, in its own accountreasonable discretion, the Administrative Agentmaking, funding or maintaining of such Loans or participation in Letters of Credit (or portions thereof) receives an amount equal through such other lending office or taking of such other action would not otherwise materially adversely affect such Loans or such Lender. The Borrower agrees to the sum it would have received had no pay all reasonable expenses incurred by any Lender in utilizing another lending office of such withholding Lender or deductions been made.taking of such other action pursuant to this Section 4.04(f). ---------------

Net Payments. (a) Payments Free All payments made by the Borrower hereunder, under any Note or any other Credit Document, will be made without setoff, counterclaim or other defense. Except as provided for in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of Taxes; Obligation whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income (or any franchise tax) of a Bank pursuant to Withhold; Payments on Account the laws of Taxes. (ithe jurisdiction in which the principal office or applicable lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Bank is located) Any and all payments by interest, penalties or similar liabilities with respect thereto (collectively, "Taxes"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes and such additional amounts as may be necessary so that every payment of all amounts due hereunder, under any Note or under any other Credit Document, after withholding or deduction for or on account of any obligation Taxes, will not be less than the amount provided for herein or in such Note or in such other Credit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the Borrower shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Bank is located or of any Credit Party hereunder political subdivision or taxing authority of any such jurisdiction and for any withholding of income or similar taxes imposed by the United States of America as such Bank shall determine are payable by, or withheld from, such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to this or the preceding sentence. The Borrower will furnish to the Agent within 45 days after the date the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower will indemnify and hold harmless the Agent and each Bank, and reimburse the Agent or such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid or withheld by such Bank. (b) Each Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes agrees (i) to provide to the Borrower on or prior to the Initial Borrowing Date two original signed copies of Internal Revenue Service Form 4224 or Form 1001 certifying to such Bank's entitlement to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement, under any Note and under any other Credit Document shall and (ii) that, (x) to the extent permitted legally entitled to do so, with respect to a Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 12.04 hereof (unless the respective Bank was already a Bank hereunder immediately prior to such assignment or transfer), upon the date of such assignment or transfer to such Bank, and (y) with respect to any Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes (including, without limit-ation, any assignee or transferee), from time to time, upon the reasonable request by applicable laws be made free and clear of and without reduction the Borrower or withholding for any Taxes. (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Agent after the Restatement Effective Date, such Bank Rules would not have been violated if the assigning Lender would have complied with its obligation will provide to obtain the consent each of the Borrower Representative and the Agent two original signed copies of Internal Revenue Service Form 4224 or Form 1001 (or any successor forms) certifying to such Bank's entitlement to a complete exemption from, or reduction in, United States withholding tax with respect to payments to be made under this Agreement, under any Note and under any other Credit Document. Notwithstanding anything to the assignment of all contrary contained in Section 4.04(a), the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or a portion of its Loans and Commitment withhold income or other similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder (without any obligation under Section 14.6 (Successors and Assigns4.04(a) to pay the respective Bank such taxes or if (Bany additional amounts with respect thereto) for the Lender in relation to account of any Bank which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or a United States person (as such term is defined in Section 7701(a)(30) of the Code) for United States federal income tax purposes and which has ceased not provided to the Borrower such forms required to be provided to the Borrower by a Qualifying Bank pursuant to the first sentence of this Section 4.04(b), provided that if the Borrower shall so deduct or withhold any such taxes, it shall provide a statement to the Agent and such Bank, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other than information or documentation which such Bank may reasonably request for assisting such Bank in obtaining any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Bank is subject to tax. Notwithstanding anything to the contrary contained in the preceding sentence, the Borrower agrees to indemnify each Bank in the manner set forth in Section 4.04(a) in respect of any amounts deducted or withheld by it as described in the previous sentence as a result of any Change in Law changes after the date it became a Lender under this Agreement. (iii) If Restatement Effective Date in any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay treaty, governmental rule, regulation, guideline or order, or in the full amount withheld or deducted interpretation thereof, relating to the relevant Governmental Authority, and (C) to the extent that the deducting or withholding of income or deduction is made on account of Indemnified Taxes or Other similar Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been made.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments made by or on account of the Borrower hereunder, under any obligation of any Credit Party hereunder Note or under any other Credit Document shall to the extent permitted by applicable laws will be made without setoff, counterclaim or other defense. All such payments will be made free and clear of of, and without reduction deduction or withholding for for, any Taxes. present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (ii) A payment shall not be increased under paragraph (i) above but excluding, except as provided below, any tax imposed on or measured by reason the net income of Swiss Withholding Tax if (A) a Bank pursuant to the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent laws of the jurisdiction in which the principal office or applicable lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Bank is located) and all interest, penalties or similar liabilities with respect thereto (collectively, "Taxes"). The Borrower Representative shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the assignment laws of all the United States of America, any State or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) political subdivision thereof, or if (B) the Lender jurisdiction in relation to which the Swiss Borrower makes the payment was a Qualifying principal office or applicable lending office of such Bank when it became a Lender under this Agreement but on that date such Lender is not located or has ceased to be a Qualifying Bank, other than as a result of any Change political subdivision or taxing authority of any such jurisdiction as such Bank shall determine are payable by such Bank in Law after respect of Taxes paid to or on behalf of such Bank pursuant to this or the date it became a Lender under this Agreement. (iii) preceding sentence. If any Credit PartyTaxes are so levied or imposed, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law Borrower agrees to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authorityof such Taxes, and (C) to the extent such additional amounts as may be necessary so that the every payment of all amounts due hereunder, under any Note or under any other Credit Document, after withholding or deduction is made for or on account of Indemnified Taxes or Other any Taxes, will not be less than the sum payable amount provided for herein or in such Note. The Borrower will furnish to the Agent within five days after the date the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the applicable Credit Party shall be increased as necessary Borrower. The Borrower will indemnify and hold harmless the Agent and each Bank and reimburse the Agent and such Bank upon its written request, for the amount of any Taxes so that after any required withholding levied or deductions have been made (including withholding imposed and paid or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no withheld by such withholding or deductions been madeBank.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments made by or on account behalf of any obligation Borrower to or on behalf of any Credit Party Lender or Agent hereunder or under any Loan Document will be made without recoupment, setoff, counterclaim, or other Credit Document shall to defense. To the extent permitted by applicable laws law, all payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest, and fees) to, or on behalf, of any Person shall be made by or on behalf of Borrowers free and clear of and without reduction deduction or withholding for for, or on account of, any TaxesTaxes whatever nature now or hereafter imposed by any Governmental Authority. (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreement. (iiib) If any Credit PartyBorrower makes any payment hereunder or under any Loan Document in respect of which it is required by law to deduct or withhold any Taxes subject to Section 4.7(d) below, such Borrower shall increase the payment hereunder or under any such Loan Document such that the net amount received by the Lender or Administrative Agent equals the net amount that would have been received had no such deduction or any other applicable Withholding Agent shall withholding occurred. Notwithstanding the foregoing, no increased payment will be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) made to the extent that the withholding Taxes giving rise to such increased payment would not have been imposed, deducted or deduction withheld but for the payment in a non-cooperative State or territory (Etat ou territoire non coopératif) within the meaning of Article 238. OA of the French tax code. To the extent any Borrower withholds any Taxes on payments hereunder or under any Loan Document, such Borrower shall pay the full amount to be deducted or withheld to the relevant taxation or other Governmental Authority within the time allowed for such payment under applicable law and shall deliver to Administrative Agent within 30 days after it has made such payment to the applicable authority a receipt issued by such authority (or other evidence satisfactory to Administrative Agent) evidencing the payment to such authority of all amounts so required to be deducted or withheld from such payment or such other evidence of payment that is made reasonably satisfactory to Administrative Agent. (i) If any Lender or Administrative Agent on its behalf, is required by law to make any payment on account of Indemnified Taxes on or Other Taxesin relation to any amount received or receivable hereunder or under any other Loan Document or from the execution, delivery, registration, recording or enforcement of any Loan Document, or any Tax is assessed against a Lender or Administrative Agent with respect to amounts received or receivable hereunder or under any other Loan Document, or from the sum payable by execution, delivery, registration, recording or enforcement of any Loan Document the applicable Credit Party shall be increased as necessary so that after Borrower will promptly indemnify such person against such Tax payment or cost, loss or liability, together with any required withholding or deductions have been made interest, penalties and expenses (including withholding or deductions applicable to additional sums payable counsel fees and expenses associated with such Tax) and any taxes imposed as a result of the receipt of the payment under this Section 6.44.7(c). A certificate (showing in reasonable detail the basis for such calculation) as to the amount of such payment by such Lender or Administrative Agent on its behalf, absent manifest error, shall be final, conclusive, and binding upon on all parties; and (ii) Each Lender and each Facing Agent shall indemnify the Administrative Agent within ten (10) days after demand therefor, for the full amount of any Excluded Taxes, together with any interest, penalties and expenses (including counsel fees and expenses associated with such Excluded Tax) and any taxes imposed as a result of the receipt of the payment under this Section 4.7(c)(ii), attributable to such Lender that are payable or paid by Administrative Agent, whether or not such Excluded Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by Administrative Agent shall be conclusive absent manifest error. Each Lender and each Facing Agent hereby authorize Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or Facing Agent, as the case may be, under any Loan Document against any amount due to Administrative Agent under this Section. The agreements in this section shall survive the resignation and/or replacement of Administrative Agent. The U.S. Borrower shall also indemnify Administrative Agent, within ten (10) days after demand therefor, for any amount attributable to Excluded Taxes, together with any interest, penalties and expenses (including counsel fees and expenses associated with such Excluded Tax) and any taxes imposed as a result of the receipt of the payment under this Section 4.7(c)(ii), in each case, arising under FATCA which a Lender or a Facing Agent for any reason fails to pay indefeasibly to Administrative Agent as required by this Section 4.7(c)(ii); provided, that such Lender or Facing Agent, as the case may be, shall indemnify the U.S. Borrower to the extent of any payment the U.S. Borrower makes to Administrative Agent pursuant to this Section 4.7(c)(ii). (d) (i) To the extent permitted by applicable law, each Lender or Agent that is a Non-U.S. Participant (or, other than a Canadian Revolving Lender that has only a Canadian Revolving Commitment) shall deliver to Borrower and Administrative Agent on or prior to the Initial Borrowing Date (or in the case of a payment Lender that is an Assignee, on the date of such assignment to such Lender) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable form prescribed by the IRS) certifying to such Lender’s or Agent’s entitlement to a complete exemption from, or a reduced rate of, United States withholding tax on interest payments to be made under this Agreement or any Note. If a Lender that is a Non-U.S. Participant is claiming a complete exemption from withholding on interest pursuant to Section 871(h) or Section 881(c) of the Code, the Lender shall deliver (along with two accurate and complete original signed copies of IRS Form W-8BEN) a certificate substantially in the form of Exhibit 4.7(d) (any such certificate, a Section 4.7(d)(i) Certificate”). In addition, each Lender and Agent that is a Non-U.S. Participant (other than a Canadian Revolving Lender that has only a Canadian Revolving Commitment) agrees that from time to time after the Initial Borrowing Date, (or in the case of a Lender that is an Assignee, after the date of the assignment to such Lender), when a lapse in time (or change in circumstances occurs) renders the prior certificates hereunder obsolete or inaccurate in any material respect, such Lender or Agent shall, to the extent permitted under applicable law, deliver to the Borrower and Administrative Agent for its own accounttwo new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the Administrative AgentIRS), and if applicable, a new Section 4.7(d)(i) receives Certificate, to confirm or establish the entitlement to such Lender or Agent to an amount equal exemption from, or reduction in, United States withholding tax on interest payments to the sum it would have received had no such withholding be made under this Agreement or deductions been madeany Note.

Net Payments. (a) Payments Free All payments by the Borrower of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any principal of, and interest on, the Loans and all payments by or on account of any obligation of any Credit Party other amounts payable hereunder or under any other Credit Document shall to the extent permitted by applicable laws be made free and clear of and without reduction or withholding deduction for any present or future income, stamp or other Taxes. (ii) A payment shall not be increased under paragraph (i) above , fees, duties, withholdings or other charges of any nature whatsoever imposed by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bankany taxing authority, other than as a result Taxes imposed on or measured by any Bank's net income or receipts (such non-excluded items being called "Charges"). In the event that any withholding or deduction from any payment to be made by the Borrower hereunder is required in respect of any Change in Law after Charges pursuant to any applicable law, rule or regulation, then the date it became a Lender under this Agreement.Borrower will: (iiia) If any Credit Party, pay directly to the relevant authority the full amount required to be so withheld or deducted; (b) promptly forward to the Administrative Agent an official receipt or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted documentation satisfactory to the relevant Governmental Authority, and Administrative Agent evidencing such payment to such authority; (Cc) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment pay to the Administrative Agent for its own account, the Administrative Agent) receives an account of the Banks such additional amount or amounts as are necessary to ensure that the net amount actually received by each Bank will equal to the sum it full amount such Bank would have received had no such withholding or deductions deduction been required; and (d) if any Bank receives a refund in respect of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower (or any Person acting on behalf of the Borrower) has paid additional amounts pursuant to this Section 4.8, it shall promptly repay such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower (or such Person acting on behalf of the Borrower) under this Section 4.8 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of such Bank or the Administrative Agent, as the case may be; provided, that the Borrower, upon the request of such Bank or the Administrative Agent, agrees to return such refund (together with any penalties, interest or other charges due in connection therewith to the appropriate taxing authority or other Governmental Authority) to such Bank or the Administrative Agent in the event such Bank or the Administrative Agent is required to pay or to return such refund to the relevant taxing authority or other Governmental Authority. Each Bank that is organized under the laws of a jurisdiction other than the United States shall, prior to the due date of any payments under the Loans, execute and deliver to the Borrower, on or about the first scheduled payment date in each calendar year, a United States Internal Revenue Service Form 4224 or Form 1001, as may be applicable (or any successor form), appropriately completed. Without prejudice to the survival of any other agreement of the Borrower hereunder or any other document, the agreements of the Borrower contained in this Section shall survive satisfaction of the Liabilities and termination of this Agreement.

Net Payments. (a) Payments Free All payments made by a Borrower hereunder shall be made without set-off, counterclaim or other defense. All such payments shall be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of Taxes; Obligation whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (but excluding, except as provided below, any tax imposed on or measured by the net income or net profits of any Bank or any branch profits taxes of any Bank pursuant to Withhold; Payments on Account the law of Taxes. (ithe jurisdiction or any political subdivision or taxing authority thereof or therein in which the principal office or applicable lending office of such Bank is located) Any and all payments by interest or on account penalties with respect thereto (collectively, "Taxes"). If any Taxes are so levied or imposed, each Borrower shall pay the full amount of any obligation such Taxes in respect of any Credit Party its Borrowings under the Loans and such additional amounts as may be necessary so that every payment of all amounts due hereunder or under any other Credit Document by such Borrower, after withholding or deduction or on account of any Taxes, will not be less than the amount provided for herein or in such other Credit Document. Each Borrower in respect of its Borrowings under the Loans shall reimburse the Banks, upon written request, for the additional taxes imposed on or measured by the net income or net profits of any Bank as such Bank shall determine are payable by such Bank in respect of amounts paid to or on behalf of such Bank pursuant to the extent permitted preceding sentence. Each Borrower agrees to indemnify and hold harmless each Bank, and reimburse such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by applicable laws be made free and clear of and without reduction or withholding for any Taxessuch Bank. (iib) A payment If a Borrower pays any additional amount under this Section 9.1.1 to a Bank and such Bank determines in its sole discretion that it has actually received or realized in connection therewith any refund or any reduction of, or Credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid (a "Tax Benefit"), such Bank shall not be increased under paragraph pay to the Borrower an amount that the Bank shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Bank in such year as a consequence of such Tax Benefit; provided, however, that (i) above by reason any Bank may determine, in its sole discretion consistent with the policies of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than whether to seek a Tax Benefit; (ii) any Taxes that are imposed on a Bank as a result of any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, the Administrative Agent disallowance or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made reduction (including withholding through the expiration of any tax Credit carryover or deductions applicable carryback of such Bank that otherwise would not have expired) of any Tax Benefit with respect to additional sums payable under this Section 6.4) each Lender (or, in the case of which such Bank has made a payment to the Administrative Agent Borrower pursuant to this Section 9.1.1 shall be treated as a Tax for its own account, which the Administrative AgentBorrower is obligated to indemnify such Bank pursuant to this Section 9.1.1 without any exclusions or defenses; and (iii) receives an amount equal nothing in this Section 9. 1.1 shall require the Bank to disclose any confidential information to the sum it would have received had no such withholding or deductions been madeBorrower (including, without limitation, its tax returns).

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Credit Party hereunder or under any other Credit Document shall made to the extent permitted Bank by applicable laws any Applicant hereunder shall be made free and clear of and without reduction deduction or withholding for any Covered Taxes. (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation , unless an Applicant is required to obtain the consent of the Borrower Representative to the assignment of all deduct or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreement. (iii) withhold Covered Taxes. If any Credit Party, the Administrative Agent or any other applicable Withholding Agent an Applicant shall be required by applicable law to deduct or withhold or deduct any Covered Taxes from or in respect of any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent sum payable hereunder to be required by applicable lawthe Bank, (Bi) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as may be necessary so that after any making all required withholding deductions or deductions have been made withholdings of Covered Taxes (including withholding deductions or deductions withholdings applicable to additional sums payable under this Section 6.4Paragraph 6) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) Bank receives an amount equal to the sum it would have received had no such withholding deductions or deductions withholdings been maderequired and (ii) such Applicant shall pay the full amount deducted or withheld to the relevant taxing authority in accordance with applicable law and shall provide the Bank with the original or a certified copy of the receipt evidencing such payment. If the Bank determines in good faith that it has received a refund in respect of any Covered Taxes with respect to which any Applicant has paid additional amounts pursuant to this Paragraph 6, the Bank shall promptly after the date of such receipt pay over the amount of such refund to such Applicant (but only to the extent of additional amounts paid by the Applicant under this Paragraph 6 with respect to the Covered Taxes giving rise to such refund), net of all reasonable expenses of the Bank (including additional Taxes attributable to such refund, as determined in good faith by the Bank) and without interest (other than interest, if any, paid by the relevant taxing authority with respect to such refund). Any Applicant shall, upon demand, repay to the Bank any amount paid over to such Applicant by the Bank in the event the Bank is required to repay any portion of such refund to such taxing authority. Nothing in this Paragraph 6 shall entitle any Applicant to have access to the records of the Bank, including, without limitation, tax returns.

Net Payments. (a) Payments Free of Taxes; Obligation All payments to Withhold; Payments on Account of Taxes. (i) Any and all payments be made by or on account of any obligation of any Credit Party hereunder or the Company under any other Credit Document the Loan Documents shall to the extent permitted by applicable laws be made free and clear of of, and without reduction deduction of, or withholding for for, or on account of, any Taxes. (ii) A payment Tax of any nature whatsoever. If any Taxes are required to be withheld from any amounts payable to the Bank hereunder or under the Note, the amounts so payable to the Bank shall not be increased under paragraph to the extent necessary to yield to, or leave in the hands of, the Bank (iafter payment of all Taxes) above by reason interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement or any other Loan Document. For the purposes of Swiss Withholding Tax if this clause 17.9, “Taxes” shall mean all present or future taxes (Aother than net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Non-Bank Rules would not have been violated if as a result of a present or former connection between the assigning Lender would have complied with its obligation to obtain Bank and the consent jurisdiction of the Borrower Representative Governmental Body imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Bank having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document)) or capital duties, imposts, levies, fees and charges, deductions or withholdings of any kind now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Body. Whenever any Taxes are payable by the Company, as promptly as possible thereafter the Company shall send to the assignment Bank for its own account, a certified copy of all an original official receipt received by the Company showing payment thereof. If the Company fails to pay any Taxes when due to the appropriate taxing authority or a portion of its Loans fails to remit to the Bank the required receipts or other required documentary evidence, the Company shall indemnify the Bank for such Taxes and Commitment under Section 14.6 (Successors and Assigns) any incremental taxes, interest or if (B) penalties that may become payable by the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change such failure. Notwithstanding the above or anything to the contrary in Law after the date it became a Lender under this Agreement. (iii) If , if the Bank assigns or participates any rights to a Non-U.S. Bank Transferee or a Special Participant and there is a requirement to withhold Taxes arising out of or in connection with that Non-U.S. Bank’s or Special Participant’s assignment or participation in the Credit Partyor the making or maintaining by such Non-U.S. Bank or Special Participant of any Advance hereunder, the Administrative Agent Company shall not be required to increase the amount of interest or any other applicable Withholding Agent charge payable under this Agreement or any other Loan Document to off-set the withheld Taxes. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, and notwithstanding any changes in Applicable Law, from time to time, the Company and the Bank acknowledge and agree that the Bank shall satisfy, on behalf of the Company and the Bank, any requirement to withhold federal Taxes under the Code (and duly record such withholding) with respect to payments made by the Company to the Bank arising out of, resulting from or otherwise in connection with any participation by BLL or any other member of the Bank Leumi Group (other than, for the avoidance of doubt, the Bank itself) in any Advance or any other portion of the Credit, and accordingly, the Company is not required to, and agrees not to, withhold any federal Taxes with respect to any such payments, and the Bank agrees that the Company is not directly or indirectly responsible for any so-called gross-up of interest pursuant to this clause 17.9 or otherwise; provided, however, if, due to any change in Applicable Law the Bank is no longer able to perform such withholding function, then the Company shall be required by applicable law to withhold or deduct any Taxes from any paymentdo so, then (A) but to avoid all doubt, such Withholding Agent requirement shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authoritynot impose, and (C) shall not be deemed or construed to impose, any obligation or liability on the part of the Company to directly or indirectly gross-up the interest payments or any other charge payable under this Agreement or any other Loan Document except and to the extent that specifically provided for in this clause 17.9. All payments to be made by the withholding Company under the Loan Documents shall be calculated and made free and clear of, and without any deduction for, or deduction is made on account of Indemnified Taxes of, any set-off or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been madecounterclaim.

Net Payments. All payments under this Agreement shall be ------------ made without set-off or counterclaim and in such amounts as may be necessary in order that all such payments (aafter deduction or withholding for or on account of a proportionate share attributable to the transactions contemplated by this Agreement of any future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any government, any political subdivision or any taxing authority other than any tax on or measured by the overall net income of the Credit Bank pursuant to the income tax laws of the United States or the jurisdiction where the Credit Bank's principal office is located (collectively, the "Taxes")) Payments Free shall not be less than the amounts otherwise specified to be paid under this Agreement. A certificate as to any additional amounts payable to the Credit Bank under this Section 2.8 submitted to Borrower by the Credit Bank shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall be presumptive absent manifest error. Any amounts payable by Borrower under this Section 2.8 with respect to past payments shall be due within thirty days following receipt by Borrower of Taxessuch certificate from the Credit Bank; Obligation any such amounts payable with respect to Withhold; Payments on Account of Taxes. (i) Any and all future payments by shall be due concurrently with such future payments. With respect to each deduction or withholding for or on account of any obligation of any Credit Party hereunder or under any other Credit Document Taxes, Borrower shall promptly furnish to the extent permitted by applicable laws Credit Bank such certificates, receipts and other documents as may be made free and clear of and without reduction or withholding for any Taxes. required (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) in the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent reasonable judgment of the Borrower Representative Credit Bank) to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation establish any tax credit to which the Swiss Borrower makes Credit Bank may be entitled. Without in any way affecting any of its rights under this Section 2.8, the payment was a Qualifying Credit Bank when agrees that, upon its becoming aware that any of the present or future payments due it became a Lender under this Agreement but on would be subject to deduction for Taxes, it will notify Borrower in writing and the Credit Bank further agrees that date such Lender is it will use reasonable efforts not disadvantageous to it (in its sole determination) in order to avoid or has ceased to be a Qualifying Bankminimize, other than as a result the case may be, the payment by Borrower of any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law additional amounts for Taxes pursuant to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been made2.8.

Net Payments. (a) Payments Free All payments made by the Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of Taxes; Obligation whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to Withhold; Payments such payments (but excluding any tax imposed on Account or measured by the net income or net profits of Taxes. (i) Any any Lender or its applicable lending office, or any branch or affiliate thereof, and all payments franchise taxes, branch taxes, taxes on doing business or taxes on the overall capital or net worth of any Lender or its applicable lending office, or any branch or affiliate thereof, or similar taxes, in each case imposed by the applicable taxing authority pursuant to the laws of the jurisdiction (or any political subdivision thereof or therein) in which such Lender, applicable lending office, branch or affiliate is organized, located or carries on business, or in which its principal executive office is located) (all such taxes, levies, imposts, duties, fees, assessments or other charges and related interest and penalties being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Note, after withholding or deduction for or on account of any obligation of Taxes, will not be less than the amount provided for herein or in such Note; provided that the Borrower will not be required to pay any Credit Party hereunder or under any other Credit Document shall additional amounts that are (i) attributable to the extent permitted by applicable laws be made free and clear of and without reduction or withholding for any Taxes. a Lender's failure to comply with subsection (b) below, (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under described in Section 14.6 (Successors and Assigns3.5(d) or if (Biii) the Lender in relation attributable to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased Lender's failure to be a Qualifying Basel Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment . The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for its own accountthe amount of any Taxes so levied or imposed and paid by such Lender; provided, that for any period with respect to which such Lender has failed to provide the Borrower with the appropriate documentation described under Section 3.5(b), such Lender shall not be entitled to indemnification under Section 3.5(a). A certificate as to the amount of any such required indemnification payment prepared in good faith by such Lender or the Administrative Agent shall be final, conclusive and binding for all purposes absent demonstrable error. (b) Each Lender that is entitled to an exemption or reduction of any Taxes under the laws of the applicable taxing jurisdiction, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement or under the Notes shall deliver to the Borrower (with a copy to the Administrative Agent) any documentation prescribed by applicable law that is necessary to permit such payments to be made without withholding or at a reduced rate. Any fees charged by the Chilean authorities to a Lender in obtaining or filing such documentation shall be for the account of the Borrower. (c) If any Lender receives an amount equal a refund in respect of any amounts paid by the Borrower pursuant to this Section 3.5, which refund is allocable to such payment, it shall promptly notify the Borrower of such refund and shall promptly repay such refund to the sum it Borrower net of all out-of-pocket expenses of such Lender; provided, however, that the Borrower, upon the request of such Lender, agrees to repay the amount paid over to the Borrower by such Lender in the event such Lender is required to repay such refund. (d) If a Lender changes its residence, place of business or applicable lending office or takes any other similar action and the effect of such change or action, as of the date thereof, would have received had no be to increase the additional amounts that the Borrower is obligated to pay under Section 3.5(a), the Borrower shall not be obligated to pay the amount of such withholding or deductions been madeincrease.

Net Payments. (a) Payments Free All payments made by the Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payment (but excluding any tax imposed on or measured by the net income of any Bank pursuant to the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the principal office or lending office of such Bank is located or in which such Bank is organized) or any interest, penalties or similar liabilities with respect thereto (collectively, "Taxes; Obligation "). If any Taxes are so levied or imposed, the Borrower agrees to Withhold; Payments on Account pay the full amount of Taxes. (i) Any such Taxes and such additional amounts as may be necessary so that every payment of all payments by amounts due hereunder or under any Note, after withholding or deduction for or on account of any obligation Taxes, will not be less than the amount provided for herein or in such Note. The Borrower shall also reimburse each Bank, upon its written request (which request shall set forth the basis for calculation of such reimbursement), for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which its principal office or lending office is located or in which such Bank is organized as it shall determine are payable by it in respect of amounts paid to or on behalf of such Bank pursuant to the preceding sentence and for any withholding of taxes as such Bank shall determine are payable by, or withheld from, such Bank, in respect of such amounts so paid to or on behalf of such Bank pursuant to the preceding sentence and in respect of any Credit Party hereunder amounts paid to or under any other Credit Document shall on behalf of such Bank pursuant to this sentence. The Borrower will furnish to the extent permitted applicable Bank within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of any tax receipts available to the Borrower evidencing such payment by applicable laws be made free the Borrower. The Borrower will indemnify and clear hold harmless each Bank, and reimburse each Bank upon its written request, for the amount of any Taxes so levied or imposed and without reduction or withholding for any Taxespaid by such Bank. (iib) A payment shall not be increased Each of the Banks organized under paragraph the laws of a jurisdiction outside the United States shall, on or prior to the date of its execution and delivery of this Agreement in the case of each of Bank party to this Agreement as of the date of this Agreement, and on the date of the Assignment and Assumption Agreement pursuant to which it becomes a Bank in the case of each of the other Banks, and from time to time thereafter as reasonably requested in writing by the Borrower or the Agent (i) above by reason of Swiss Withholding Tax if (A) the Non-but only so long thereafter as such Bank Rules would not have been violated if the assigning Lender would have complied with its obligation remains lawfully able to obtain the consent do so), provide each of the Borrower Representative to and the assignment of Agent with an original Internal Revenue Service Form W-8BEN or Form W-8ECI (in each case with all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assignsappropriate attachments) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of any Bank that is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Internal Revenue Code with respect to payments of "portfolio interest", Form W-8BEN (and, if such Bank delivers a payment Form W-8BEN, a certificate representing that such Bank is not a "bank" for purposes of Section 881(c) of the Internal Revenue Code, certifying that such Bank is exempt from or entitled to a reduced rate of United States withholding tax on payments pursuant to this Agreement or the Administrative Agent other Credit Documents or certifying that such Bank is a foreign corporation, partnership, estate or trust). If the forms referred to in this Section 4.04(b) that are provided by a Bank at the time such Bank first becomes a party to this Agreement indicate a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from Taxes unless and until such Bank provides the appropriate form certifying that a lesser rate applies, whereupon withholding tax at such lesser rate shall be considered excluded from Taxes solely for its own accountthe period governed by such form. However, if, on the date of the Assignment and Assumption Agreement pursuant to which a Bank assignee becomes a party to this Agreement, the Administrative AgentBank assignor was entitled to payments under Section 4.04(a) receives an in respect of United States withholding tax with respect to interest paid at such date, then, to such extent (and only to such extent), the term "Taxes" shall include (in addition to withholding taxes that may be imposed in the future or other amounts otherwise includable in Taxes) United States withholding tax, if any, applicable with respect to such Bank assignee on such date. (c) For any period with respect to which any of the Banks has failed to provide the Borrower with the appropriate form, certificate or other document described in Section 4.04(b), such Bank shall not be entitled to payment or indemnification under Section 4.04(a) with respect to Taxes imposed by reason of such failure. (d) Each of the Banks hereby agrees that, upon the occurrence of any circumstances entitling such Bank to additional amounts pursuant to this Section 4.04, such Bank shall, if requested by the Borrower, use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different applicable lending office if the making of such a change would avoid the need for, or reduce the amount equal of, any such additional amounts that may thereafter accrue and would not, determined by the Bank in its sole discretion, be otherwise disadvantageous to the sum it would have received had no such withholding or deductions been madeBank in any respect.

Net Payments. All payments made to the Bank by ABL or FLC hereunder, under the Note or under any other Loan Document will be made without set off, counterclaim or other defense. All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or any political subdivision or taxing authority thereof or therein (abut excluding, except as provided below, any tax imposed on or measured by the gross or net income of the Bank (including all interest, penalties or similar liabilities related thereto) Payments Free pursuant to the laws of Taxes; Obligation to Withhold; Payments on Account the United States of Taxes. (i) Any America or any political subdivision thereof, or taxing authority of the United States of America or any political subdivision thereof, in which the principal office or applicable lending office of the Bank is located), and all payments by interest, penalties or similar liabilities with respect thereto (collectively, together with any amounts payable pursuant to the next sentence, "Taxes"). If any Taxes are so levied or imposed, ABL and FLC agree to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder, under any Note or under any other Loan Document, after withholding or deduction for or on account of any obligation Taxes, will not be less than the amount provided for herein or in such Note. ABL and FLC will furnish to the Bank upon request certified copies of tax receipts evidencing such payment by ABL or FLC, as applicable. ABL and FLC will indemnify and hold harmless the Bank, and reimburse the Bank upon its written request, for the amount of any Credit Party hereunder Taxes so levied or under any other Credit Document shall to the extent permitted by applicable laws be made free imposed and clear of and without reduction paid or withholding for any Taxes. (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been madeBank.

Net Payments. If any Tax is required to be withheld or deducted from, or is otherwise payable by Borrower in connection with, any payment due to Agent or any Lender under the Loan Documents, Borrower (i) shall, if required, withhold or deduct the amount of such Tax from such payment and, in any case, pay such Tax to the appropriate taxing authority in accordance with applicable Law and (ii) shall pay to Agent or such Lender, as applicable, (a) Payments Free of Taxes; Obligation such additional amounts as may be necessary so that the net amount received by Agent or such Lender with respect to Withhold; Payments on Account of Taxes. (i) Any and such payment, after withholding or deducting all payments by Taxes required to be withheld or on account of any obligation of any Credit Party hereunder or under any other Credit Document shall deducted, is equal to the extent permitted full amount payable under the Loan Documents and (b) an amount equal to all Taxes payable by applicable laws be made free and clear of and without reduction Agent or withholding for any Taxes. (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of payments made by Borrower (whether to a taxing authority or to Agent or such Lender) pursuant to this Section. If any Change Tax is withheld or deducted from, or is otherwise payable by Borrower in Law connection with, any payment due to Agent or any Lender under the Loan Documents, Borrower shall, within 30 days after the date it became of such payment, furnish to Agent or such Lender, as applicable, the original or a Lender under this Agreement. (iii) certified copy of a receipt for such Tax from the applicable taxing authority. If any Credit Party, the Administrative payment due to Agent or any other applicable Withholding Agent shall be required by applicable law to withhold Lender under the Loan Documents is or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent is expected to be required by applicable lawmade without withholding or deducting therefrom, (B) or otherwise paying in connection therewith, any Tax payable to any taxing authority under circumstances that would lead Agent or such Withholding Agent shall timely pay the full amount withheld or deducted Lender to the relevant Governmental Authority, and (C) to the extent that the reasonably believe such withholding or deduction is made on account required, Borrower shall, within 30 days after any request from Agent or such Lender, as applicable, furnish to Agent or such Lender a certificate from such taxing authority, or an opinion of Indemnified Taxes counsel acceptable to Agent or Other Taxessuch Lender, in either case stating that no Tax payable to such taxing authority was or is, as the case may be, required to be withheld or deducted from, or otherwise paid by Borrower in connection with, such payment. For purposes of this Section only, the sum payable by the applicable Credit Party term "Tax" shall not be increased deemed to include any tax based upon net income, such as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment but not limited to the Administrative Agent for its own accounttax on net income imposed under the Internal Revenue Code of 1986, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been madeas amended, and similar state income taxes.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments by the applicable Borrower or the Company under this Agreement shall be made without setoff or counterclaim and (unless, in the case of Competitive Bid Loans only, otherwise agreed to between the Borrower and the Bank making any such Competitive Bid Loan), in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of any obligation present or future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any Governmental Authority, other than any tax on or measured by the net income of a Bank pursuant to the income tax laws of the United States or of the jurisdictions where such Bank's principal or Applicable Lending Office is located (collectively, "Taxes")) shall not be less than the amounts otherwise specified to be paid under this Agreement. If the applicable Borrower or the Company is required by law to make any deduction or withholding from any payment due hereunder, then the amount payable will be increased to such amount which, after deduction from such increased amount of all amounts required to be deducted or withheld therefrom, will not be less than the amount otherwise due and payable. Without prejudice to the foregoing, if any Bank or the Administrative Agent is required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America, any State or political subdivision thereof, or the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of any Credit Party hereunder political subdivision or taxing authority of any such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to Article 2. For purposes of this Section, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as to any additional amounts payable to a Bank under any other Credit Document shall this Section 2.10(f) submitted to the extent permitted Company by applicable laws such Bank shall, absent manifest error, be made free final, conclusive and clear of and without reduction binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Taxes, the Company shall promptly furnish to each Bank such certificates, receipts and other documents as may be required (in the judgment of such Bank) to establish any tax credit to which such Bank may be entitled. (ii) A payment Each Bank shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative supply to the assignment of all or Company, within a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law reasonable period after the date it became a Lender under of execution of this Agreement, executed copies of Internal Revenue Service Form W-8ECI or W-8BEN (which indicates that the respective Bank is entitled to receive interest exempt from United States withholding tax) or any successor Forms, and shall update such Forms as necessary in order to retain their effectiveness, to the extent each such Bank is legally entitled to execute and deliver either of such Forms. (iii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law With respect to withhold or deduct any Taxes from which are paid by any paymentBorrower in accordance with the provisions of this Section 2.10(f), then (A) each Bank receiving the benefits of such Withholding Agent shall withhold or make payments of Taxes hereby agrees to pay to such deductions as are reasonably determined by Borrower any amounts refunded to such Withholding Agent Bank which such Bank determines in its sole discretion to be required by applicable law, (B) a refund in respect of such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been made.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments made by or on account of any obligation of any Credit Party hereunder or the Borrower under any other Credit Document this Agreement shall to the extent permitted by applicable laws be made free and clear of of, and without reduction deduction or withholding for or on account of, any Taxes. current or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (ii) A payment shall not be increased under paragraph including mortgage recording taxes and similar fees), now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (i) above by reason net income taxes and franchise taxes (imposed in lieu of Swiss Withholding Tax if (Anet income taxes) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but imposed on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, the Administrative Agent or any Lender and (ii) any taxes imposed on the Administrative Agent or any Lender as a result of a current or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other applicable Withholding than any such connection arising solely from the Administrative Agent shall or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") are required to be required by applicable law to withhold or deduct any Taxes withheld from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum amounts payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own accountor any Lender hereunder, the Administrative Agent) receives an amount equal amounts so payable to the sum it would have received had no Administrative Agent or such withholding Lender shall be increased to the extent necessary to yield to the Administrative Agent or deductions been madesuch Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement; provided, however, that the Borrower shall not be required to increase any such amounts payable to any Lender that is not organized under the laws of the United States of America or a state thereof (each such Lender, a "Non-U.S. Lender") if such Non-U.S. Lender fails to comply with the requirements of paragraph (b) of this Section 5.

Net Payments. (a) Payments Free of Taxes; Obligation All payments to Withhold; Payments on Account of Taxes.be made by the Borrower hereunder shall be made: (i) Any and all payments by without set-off or on account of any obligation of any Credit Party hereunder or under any other Credit Document shall to the extent permitted by applicable laws be made counterclaim; and (ii) free and clear of and without reduction deduction for or withholding for any on account of all Taxes unless the Borrower is compelled by law to make payment subject to such Taxes. (iib) A payment All Taxes in respect of matters relating to or arising out of any Loan Documents and any amounts paid or payable thereunder shall not be increased under paragraph paid by the Borrower or, if the Tax is payable pursuant to Part XIII of the INCOME TAX ACT (Canada), a Lender when due and in any event prior to the date on which penalties attach thereto. The Borrower will indemnify each Lender in respect of all such Taxes. In addition, if any Taxes or amounts in respect thereof must be: (i) above deducted or withheld from any amounts payable or paid by the Borrower hereunder; or (ii) paid by a Lender pursuant to Part XIII of the INCOME TAX ACT (Canada); then the Borrower shall pay such additional amounts as may be necessary to ensure that after all required deductions, withholdings or payments (including deductions, withholdings and payments resulting from any additional amounts required to be paid by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.412.2(b)) each Lender (or, in the case of receives a payment to the Administrative Agent for its own account, the Administrative Agent) receives an net amount equal to the sum full amount which it would have received had no payment not been made subject to such withholding or deductions been madeTax. Any amount required to be paid by the Borrower to a Lender pursuant to this Section 12.2(b) shall be paid within five Business Days of receipt of the notice given pursuant to paragraph (d) below.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments made by the Company hereunder will be made without setoff, counterclaim or on account of other defense. Promptly upon notice from any obligation of any Credit Party hereunder or under any other Credit Document shall Bank to the extent permitted by applicable laws be made free and clear of and without reduction or withholding for any Taxes. (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) Company, the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation Company agrees to obtain the consent of the Borrower Representative pay, prior to the assignment date on which penalties attach thereto, all present and future income, stamp and other taxes, levies, or costs and charges whatsoever imposed, assessed, levied or collected on or in respect of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than Revolving Loan solely as a result of the interest rate being determined by reference to the Eurodollar Rate, and/or the provisions of this Agreement relating to the Eurodollar Rate, and/or the recording, registration, notarization or other formalization of any Change in Law after thereof and/or any payments of principal, interest or other amounts made on a Revolving Loan when the date it became a Lender under this Agreement. interest rate is determined by reference to the Eurodollar Rate (iiiall such taxes, levies, costs and charges being herein collectively called "Taxes"); provided that Taxes shall not include (x) If any Credit Party, taxes imposed on or measured by the overall net income or receipts of the Administrative Agent or any other Bank by the United States of America or any political subdivision or taxing authority thereof or therein or (y) taxes on or measured by the overall net income of any foreign office, branch or subsidiary of the Administrative Agent or that Bank by any foreign country or subdivision thereof in which the Administrative Agent's or that Bank's office, branch or subsidiary is doing business. The Company agrees to also pay such additional amounts equal to increases in taxes payable by that Bank described in the foregoing proviso which increases arise solely from the receipt by that Bank of payments made by the Company described in the immediately preceding sentence of this Section 3.04. Promptly after the date on which payment of any such Tax is due pursuant to applicable Withholding Agent law, the Company will, at the request of that Bank, furnish to that Bank evidence, in form and substance satisfactory to that Bank, that the Company has met its obligation under this Section 3.04. The Company agrees to indemnify each Bank against, and reimburse each Bank on demand for, any Taxes, as reasonably determined by that Bank in its good faith. Such Bank shall provide the Company with appropriate receipts for any payments or reimbursements made by the Company pursuant to this Section 3.04. Notwithstanding the foregoing, the Company shall be entitled, to the extent it is required to do so by law, to deduct or withhold and pay to the appropriate taxing authority within the time prescribed by applicable law (and shall not be required to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make payments as otherwise required in this Section on account of such deductions as are reasonably determined or withholdings) income or other similar taxes imposed by such Withholding the United States of America from interest, fees or other amounts payable hereunder for the account of the Administrative Agent to be required by or any Bank other than the Administrative Agent or any Bank (i) who is a U.S. Person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with the Company for the applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if the withholding Company shall so deduct or deduction is made on account of Indemnified Taxes or Other Taxeswithhold any such taxes, the sum payable by the applicable Credit Party it shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of provide a payment statement to the Administrative Agent for its own accountand such Bank, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which the Administrative Agent) receives an amount equal Agent or such Bank may reasonably request for assisting the Administrative Agent or such Bank to the sum it would have received had no such withholding obtain any allowable credits or deductions been madefor the taxes so deducted or withheld in the jurisdiction or jurisdictions in which the Administrative Agent or such Bank is subject to tax.

Net Payments. All payments made to the Banks and First Union, as the Agent, by AeroCentury hereunder, under any Note or under any other Loan Document will be made without set off, counterclaim or other defense. All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or any political subdivision or taxing authority thereof or therein (abut excluding, except as provided below, any tax imposed on or measured by the gross or net income of a Bank (including all interest, penalties or similar liabilities related thereto) Payments Free pursuant to the laws of Taxes; Obligation to Withhold; Payments on Account the United States of Taxes. (i) Any America or any political subdivision thereof, or taxing authority of the United States of America or any political subdivision thereof, in which the principal office or applicable lending office of such Bank is located), and all payments interest, penalties or similar liabilities with respect thereto (collectively, together with any amounts payable pursuant to the next sentence, "Taxes"). AeroCentury shall also reimburse each Bank, upon the written request of such Bank, for Taxes imposed on or measured by the gross or net income of such Bank pursuant to the laws of the United States of America (or any State or political subdivision thereof), or the jurisdiction (or any political subdivision or taxing authority thereof) in which the principal office or applicable lending office of such Bank is located as such Bank shall determine are payable by such Bank due to the amount of Taxes paid to or on behalf of such Bank pursuant to this or the preceding sentence. If any Taxes are so levied or imposed, AeroCentury agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder, under any Note or under any other Loan Document, after withholding or deduction for or on account of any obligation Taxes, will not be less than the amount provided for herein or in such Note. AeroCentury will furnish to First Union upon request certified copies of tax receipts evidencing such payment by AeroCentury. AeroCentury will indemnify and hold harmless First Union and each Bank, and reimburse First Union or such Bank upon its written request, for the amount of any Credit Party hereunder Taxes so levied or under any other Credit Document imposed and paid or withheld by such Bank. Notwithstanding the preceding paragraph, AeroCentury shall be entitled, to the extent permitted required to do so by law, to deduct or withhold Taxes imposed by the United States of America (or any political subdivision or taxing authority thereof) from interest, fees or other amounts payable hereunder for the account of any Person other than a Bank (x) that is a domestic corporation (as such term is defined in Section 7701 of the Code) for federal income tax purposes (but excluding any foreign office of any Bank) or (y) that has necessary forms on file with AeroCentury for the applicable laws be made free and clear of and without reduction year to the extent deduction or withholding for any Taxes. (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender Taxes is not or has ceased to be a Qualifying Bank, other than required as a result of the filing of such forms, provided that if AeroCentury shall so deduct or withhold any Change in Law after such Taxes, it shall provide a statement to First Union and such Bank, setting forth the date it became a Lender under this Agreement. (iii) If any Credit Partyamount of such Taxes so paid or withheld, the Administrative Agent or applicable rate and any other applicable Withholding Agent shall be required by applicable law information or documentation which such Bank may reasonably request for assisting such Bank to withhold or deduct obtain any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding allowable credits or deductions have been made (including withholding for the taxes so deducted or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, withheld in the case of a payment jurisdiction or jurisdictions in which such Bank is subject to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been madetax.

Net Payments. (a) Payments Free Except as provided in Section 3.04(d) ------------ hereof, all payments by the Borrower under this Agreement or under any Credit Document shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any government or any political subdivision or taxing authority thereof, other than any tax on or measured by the net income of a Bank (including without limitation franchise taxes and branch profits taxes) pursuant to the laws of the United States or any political subdivision thereof or of the jurisdiction in which it is incorporated or the jurisdiction where such Bank's lending office is located or in which it has any other contacts or connection that would subject it to taxation therein (collectively, "Taxes; Obligation ")) shall not be less than the amounts otherwise specified to Withhold; Payments be paid under this Agreement and/or any Credit Document. A certificate as to the calculation of any additional amounts payable to a Bank under this Section 3.04 submitted to the Borrower by such Bank shall, absent demonstrable error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on Account account of any Taxes, the Borrower shall within 30 days after it is required by law to remit such deduction or withholding to any relevant taxing authority furnish to each Bank such certificates, receipts and other documents as may be required (in the reasonable judgment of such Bank) to establish any tax credit to which such Bank may be entitled. (b) Without prejudice to the provisions of clause (a) of this Section 3.04, and except as provided in Section 3.04(d) hereof, if any Bank, or the Agent on its behalf, is required by law to make any payment on account of Taxes on or in relation to any sum received or receivable under this Agreement and/or the other Credit Documents by such Bank, or the Agent on its behalf, or any liability for Tax in respect of any such payment is imposed, levied or assessed against any Bank, or the Agent on its behalf, the Borrower will promptly indemnify such person against such Tax payment or liability, together with any interest, penalties and reasonable expenses (including counsel fees and expenses) payable or incurred in connection therewith, including any Taxes of any Bank arising by virtue of payments under this clause (b), computed in a manner consistent with clause (a) of this Section 3.04. A certificate by such Bank, or the Agent on its behalf, as to the calculation and amount of such payments shall, absent demonstrable error, be final, conclusive and binding upon all parties hereto for all purposes. (i) Any and all payments by or on account Each Bank that is organized under the laws of any obligation jurisdiction other than the United States or any State thereof (including the District of Columbia) (a "Foreign Bank") agrees to furnish to the Borrower and the Agent, prior to the date it receives any Credit Party hereunder payment under this Agreement or under any other Credit Document shall Documents, two signed copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor form thereto (wherein such Foreign Bank claims entitlement to a complete exemption from U.S. federal withholding tax on interest paid by the Borrower hereunder). Each Foreign Bank that is not a bank described in Section 881(c)(3)(A) of the Code and cannot deliver U.S. Internal Revenue Service Form 1001 entitling it to a complete exemption from withholding tax or U.S. Internal Revenue Service Form 4224 pursuant to this Section 3.04(c)(i) agrees to furnish to the extent permitted Borrower and the Agent (x) a certificate substantially in the form of Exhibit Q hereto and (y) two copies of U.S. Internal Revenue Service Form W-8, or successor form (wherein such Foreign Bank makes the certifications necessary to entitle it to a complete exemption from United States withholding tax on interest paid by applicable laws be made free and clear of and without reduction or withholding for any Taxesthe Borrower hereunder). (ii) In addition, each Foreign Bank that delivers forms pursuant to Section 3.04(c)(i) hereof agrees to provide subsequently to the Borrower and the Agent additional signed copies of such forms, or any successor forms thereto (wherein such Bank claims entitlement to a complete exemption from or reduced rate of U.S. federal withholding tax on interest paid by the Borrower hereunder), as may be reasonably requested in writing by the Borrower or the Agent. A payment Foreign Bank shall be required to furnish a form under this Section 3.04(c)(ii) only if it is entitled to claim an exemption from or a reduced rate of withholding tax under applicable law. A Bank that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law at the time that a request to provide forms is received from the Borrower or the Agent, shall so inform the Borrower and the Agent in writing. (d) The Borrower shall not be required to pay any increased under paragraph amount on account of Taxes pursuant to Section 3.04(a) or (b) to any Bank or Agent (i) above by reason of Swiss Withholding Tax if (A) to the Non-Bank Rules extent that such Taxes would not have been violated payable if the assigning Lender would have complied Bank had furnished a form (properly and accurately completed in all material respects) which it was otherwise required to furnish in accordance with its obligation Section 3.04(c) hereof, (ii) if the Bank was not able to obtain furnish a form (properly and accurately completed in all material respects) which it was required to furnish in accordance with Section 3.04(c)(i) hereof, or (iii) if the consent Bank failed to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of such Bank if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such Taxes. (e) With respect to any Taxes imposed on a Bank which are paid or reimbursed by the Borrower Representative in accordance with the provisions of this Section 3.04, each Bank receiving the benefit of such payments of Taxes hereby agrees to pay to the assignment of all or a portion of its Loans and Commitment under Section 14.6 Borrower any amounts refunded to such Bank (Successors and Assignsincluding any interest thereon) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying such Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased reasonably determines to be a Qualifying refund in respect of such Taxes. (f) If any Bank shall be entitled to payments under this Section 3.04, such Bank, other than within a reasonable time after becoming entitled to such payments, shall (unless otherwise required by a governmental authority or as a result of any Change in Law after the date it became law, rule, regulation, order or similar directive applicable to such Bank) designate a Lender different lending office from that initially selected by such Bank to which payments are to be made under this Agreement. (iii) If Agreement or under any Credit PartyDocument, if such designation would avoid the Administrative Agent need for (or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (Amaterially reduce the amount of) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, payments and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (orwould not, in the case reasonable opinion of a payment such Bank, be otherwise disadvantageous to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been madeBank.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Credit Party hereunder or under any other Credit Document shall made to the extent permitted Bank by applicable laws any Applicant hereunder shall be made free and clear of and without reduction deduction or withholding for any Covered Taxes. (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation , unless an Applicant is required to obtain the consent of the Borrower Representative to the assignment of all deduct or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreement. (iii) withhold Covered Taxes. If any Credit Party, the Administrative Agent or any other applicable Withholding Agent an Applicant shall be required by applicable law to deduct or withhold or deduct any Covered Taxes from or in respect of any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent sum payable hereunder to be required by applicable lawthe Bank, (Bi) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as may be necessary so that after any making all required withholding deductions or deductions have been made withholdings of Covered Taxes (including withholding deductions or deductions withholdings applicable to additional sums payable under this Section 6.47) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) Bank receives an amount equal to the sum it would have received had no such withholding deductions or deductions withholdings been maderequired and (ii) such Applicant shall pay the full amount deducted or withheld to the relevant taxing authority in accordance with applicable law and shall provide the Bank with the original or a certified copy of the receipt evidencing such payment. If the Bank determines in good faith that it has received a refund in respect of any Covered Taxes with respect to which any Applicant has paid additional amounts pursuant to this Section 7, the Bank shall promptly after the date of such receipt pay over the amount of such refund to such Applicant (but only to the extent of additional amounts paid by the Applicant under this Section 7 with respect to the Covered Taxes giving rise to such refund), net of all reasonable expenses of the Bank (including additional Taxes attributable to such refund, as determined in good faith by the Bank) and without interest (other than interest, if any, paid by the relevant taxing authority with respect to such refund). Any Applicant shall, upon demand, repay to the Bank any amount paid over to such Applicant by the Bank in the event the Bank is required to repay any portion of such refund to such taxing authority. Nothing in this Section 7 shall entitle any Applicant to have access to the records of the Bank, including, without limitation, tax returns.

Net Payments. All payments made to the Banks and the Agent by the Borrowers hereunder, under any Note or under any other Loan Document will be made without set off, counterclaim or other defense. All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature, now or hereafter imposed, by any jurisdiction or any political subdivision or taxing authority thereof or therein (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. but excluding, except as provided below, any Bank Taxes (i) Any as defined herein)), and all payments interest, penalties or similar liabilities with respect thereto (collectively, together with any amounts payable pursuant to the next sentence, "Taxes"). The Borrowers shall also reimburse each Bank, upon the written request of such Bank, for Taxes imposed on or measured by the gross or net income of such Bank pursuant to the laws of the United States of America (or any State or political subdivision thereof), or the jurisdiction (or any political subdivision or taxing authority thereof) in which the principal office or applicable lending office of such Bank is located (collectively, "Bank Taxes") as such Bank shall determine are payable by such Bank due to the amount of Taxes paid to or on behalf of such Bank pursuant to this or the preceding sentence. If any Taxes are so levied or imposed, each Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder, under any Note or under any other Loan Document, after withholding or deduction for or on account of any obligation Taxes, will not be less than the amount provided for herein or in such Note. Each Borrower will furnish to the Agent upon request certified copies of tax receipts evidencing such payment by such Borrower. The Borrowers will, on a joint and several basis, indemnify and hold harmless the Agent and each Bank, and reimburse the Agent or such Bank upon its written request, for the amount of any Credit Party hereunder Taxes so levied or under any other Credit Document shall to the extent permitted by applicable laws be made free imposed and clear of and without reduction paid or withholding for any Taxes. (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined withheld by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been madeBank.

Net Payments. (a) Payments Free All payments made by the Borrowers hereunder or under any Note will be made without setoff, counterclaim or other defense. All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (but excluding, except as provided below, any tax imposed on or measured by the net income of a Bank pursuant to the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the principal office or Applicable Lending Office of such Bank is located ("Excluded Taxes; Obligation to Withhold; Payments on Account of Taxes. (i") Any and all payments by interest, penalties or similar liabilities with respect thereto (collectively, "Taxes"). The Borrowers shall reimburse each Bank, upon the written request of such Bank, for Excluded Taxes in respect of amounts paid to or on behalf of such Bank pursuant to the preceding sentence. If any Taxes are so levied or imposed, the Borrowers agree to pay the full amount of such Taxes and such additional amounts as may be necessary so that every payment of all amounts due hereunder or under any Note, after withholding or deduction for or on account of any obligation Taxes, will not be less than the amount provided for herein or in such Note. The Borrowers will furnish to the Administrative Agent within 45 days after the date the payment of any Credit Party Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrowers. The Borrowers will indemnify and hold harmless each Bank, and reimburse such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank. (b) Each Bank shall designate an Applicable Lending Office that, on the date of this Agreement or (in the case of any Person that becomes a Bank hereunder by means of an assignment) on the date that such Bank becomes a party hereto, is entitled to a zero rate of United States withholding tax on all payments made hereunder by OFI and OCI. On the date of this Agreement, each Bank organized under the laws of a jurisdiction outside the United States has provided OFI and OCI with the forms prescribed by the Internal Revenue Service of the United States (currently Forms W-8BEN or W-8ECI) certifying such Bank's exemption from United States withholding taxes with respect to all payments to be made to such Bank hereunder and under the Notes as at the date of such certificate. Each Bank shall provide such forms (or appropriate replacement forms) on an updated basis from time to time if requested by OFI or OCI. Unless the Borrowers have received forms or other documents satisfactory to them indicating that payments hereunder or under any Note are not subject to withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, OFI and OCI shall withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Bank organized under the laws of a jurisdiction outside the United States. If any Bank organized under the laws of a jurisdiction outside the United States fails to provide OFI and OCI, with the prescribed forms referred to in the second, third and fourth sentences of this Section 4.03(b), and notwithstanding Section 11.14, the Borrowers shall not be required to compensate such Bank under Section 4.03(a) for the amount of taxes withheld pursuant to the immediately preceding sentence; provided that this sentence shall be inapplicable to any Bank that is not able to make the certification set forth in such prescribed forms as a result of a change in United States federal income tax law, regulation or interpretation occurring after the date of this Agreement, or to 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. (c) In respect of Loans to OFP, each Bank shall designate an Applicable Lending Office that, on the date of this Agreement or (in the case of any Person that becomes a Bank hereunder by means of an assignment) on the date such Bank becomes a party hereto is either (i) within the charge to United Kingdom corporation tax in respect of interest in respect of an advance by a person that was a bank (for the purposes of Section 349 Income and Corporation Taxes Act 1988) at the time the advance was made; or (ii) resident in a country with which the United Kingdom has a double taxation agreement which makes provision for full exemption from United Kingdom taxation on interest and does not carry on business in the United Kingdom through a permanent establishment with which the payment is effectively connected (each such bank which is so resident being hereinafter in this Section 4.03 referred to as a "Treaty Lender"). If any Bank ceases to be within clause (i) or (ii) above other Credit Document than by reason of any change after the date of this Agreement in (or in the interpretation, administration or application of) any law or double taxation agreement or any published practice or concession of any relevant taxing authority, the Borrowers shall not be required to compensate such Bank under Section 4.03(a) for the amount of taxes withheld pursuant to the immediately preceding sentence. Any Bank within clause (ii) above shall cooperate with OFP in promptly completing any procedural formalities necessary for OFP to obtain authorization to make interest payments without deduction for UK income tax. (d) Each Treaty Lender irrevocably appoints the Administrative Agent to Act as syndicate manager under, and authorizes the Administrative Agent to operate, and take any action necessary or desirable under, the PTR Scheme in connection with the Facility. Each Treaty Lender shall cooperate with the Administrative Agent in completing any procedural formalities necessary under the PTR Scheme, and shall promptly supply to the Administrative Agent such information as the Administrative Agent may request in connection with the operation of the PTR Scheme. Each Treaty Lender without limiting the liability of any Borrower under this Agreement, shall, within five Business Days of demand, indemnify the Administrative Agent for any liability or loss incurred by the Administrative Agent as a result of the Administrative Agent acting as syndicate manager under the PTR Scheme in connection with the Treaty Lender's participation in any Loan (except to the extent permitted by applicable laws be made free and clear that the liability or loss arises directly from the Administrative Agent's gross negligence of and without reduction or withholding willful misconduct). Each Treaty Lender shall, within five Business Days of demand, indemnify each Borrower for any Taxes. (ii) A payment shall not be increased under paragraph (i) above by reason Tax which such Borrower becomes liable to pay in respect of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning any payments made to such Treaty Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than arising as a result of any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined incorrect information supplied by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable Treaty Lender which results in a provisional authority issued by the applicable Credit Party UK Inland Revenue under the PTR Scheme being withdrawn. Each Borrower acknowledges that it is fully aware of its contingent obligations under the PTR Scheme and shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4i) each Lender (or, in the case of a payment promptly supply to the Administrative Agent for its own accountsuch information as the Administrative Agent may request in connection with the operation of the PTR Scheme; and (ii) act in accordance with any provisional notice issued by the UK Inland Revenue under the PTR Scheme. The Administrative Agent agrees to provide, as soon as reasonably practicable, a copy of any provisional authority issued to it under the PTR Scheme in connection with any Loan to those Borrowers specified in such provisional authority. Each of the Borrowers, the Treaty Lenders and the Administrative Agent acknowledges that the Administrative Agent: (i) receives an amount equal is entitled to rely completely upon information provided to it in connection with this clause; (ii) is not obliged to undertake any inquiry into the accuracy of such information nor into the status of the Treaty Lender or, as the case may be, Borrower providing such information; and (iii) shall have no liability to any person for the accuracy of any information it submits to the sum it would have received had no such withholding or deductions been madeUK Inland Revenue in connection with this clause.

Net Payments. (a) Payments Free All payments made by the Borrower hereunder, under any Note or any other Credit Document, will be made without setoff, counterclaim or other defense. Except as provided for in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of Taxes; Obligation whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income (or any franchise tax) of a Bank pursuant to Withhold; Payments on Account the laws of Taxes. (ithe jurisdiction in which the principal office or applicable lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Bank is located) Any and all payments by interest, penalties or similar liabilities with respect thereto (collectively, "Taxes"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes and such additional amounts as may be necessary so that every payment of all amounts due hereunder, under any Note or under any other Credit Document, after withholding or deduction for or on account of any obligation Taxes, will not be less than the amount provided for herein or in such Note or in such other Credit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the Borrower shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Bank is located or of any Credit Party hereunder political subdivision or taxing authority of any such jurisdiction and for any withholding of income or similar taxes imposed by the United States of America as such Bank shall determine are payable by, or withheld from, such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to this or the preceding sentence. The Borrower will furnish to the Agent within 45 days after the date the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower will indemnify and hold harmless the Agent and each Bank, and reimburse the Agent or such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid or withheld by such Bank. (b) Each Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes agrees (i) to provide to the Borrower on or prior to the Initial Borrowing Date two original signed copies of Internal Revenue Service Form 4224 or Form 1001 certifying to such Bank's entitlement to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement, under any Note and under any other Credit Document shall and (ii) that, (x) to the extent permitted legally entitled to do so, with respect to a Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 12.04 hereof (unless the respective Bank was already a Bank hereunder immediately prior to such assignment or transfer), upon the date of such assignment or transfer to such Bank, and (y) with respect to any Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes (including, without limitation, any assignee or transferee), from time to time, upon the reasonable request by applicable laws be made free and clear of and without reduction the Borrower or withholding for any Taxes. (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) the Non-Agent after the Restatement Effective Date, such Bank Rules would not have been violated if the assigning Lender would have complied with its obligation will provide to obtain the consent each of the Borrower Representative and the Agent two original signed copies of Internal Revenue Service Form 4224 or Form 1001 (or any successor forms) certifying to such Bank's entitlement to a complete exemption from, or reduction in, United States withholding tax with respect to payments to be made under this Agreement, under any Note and under any other Credit Document. Notwithstanding anything to the assignment of all contrary contained in Section 4.04(a), the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or a portion of its Loans and Commitment withhold income or other similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder (without any obligation under Section 14.6 (Successors and Assigns4.04(a) to pay the respective Bank such taxes or if (Bany additional amounts with respect thereto) for the Lender in relation to account of any Bank which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or a United States person (as such term is defined in Section 7701(a)(30) of the Code) for United States federal income tax purposes and which has ceased not provided to the Borrower such forms required to be provided to the Borrower by a Qualifying Bank pursuant to the first sentence of this Section 4.04(b), provided that if the Borrower shall so deduct or withhold any such taxes, it shall provide a statement to the Agent and such Bank, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other than information or documentation which such Bank may reasonably request for assisting such Bank in obtaining any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Bank is subject to tax. Notwithstanding anything to the contrary contained in the preceding sentence, the Borrower agrees to indemnify each Bank in the manner set forth in Section 4.04(a) in respect of any amounts deducted or withheld by it as described in the previous sentence as a result of any Change in Law changes after the date it became a Lender under this Agreement. (iii) If Restatement Effective Date in any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay treaty, governmental rule, regulation, guideline or order, or in the full amount withheld or deducted interpretation thereof, relating to the relevant Governmental Authority, and (C) to the extent that the deducting or withholding of income or deduction is made on account of Indemnified Taxes or Other similar Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been made.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and Except as otherwise required by law, all payments made by the Borrower to any Lender or on account of the Administrative Agent under this Agreement and/or any obligation of any Credit Party hereunder or under any other Credit Loan Document shall to the extent permitted by applicable laws be made free and clear of of, and without reduction for or withholding for on account of, any Taxes. (ii) A payment shall not be increased under paragraph (i) above present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all any Governmental Authority, excluding income, bank shares and franchise taxes imposed by any jurisdiction in which such Lender’s principal or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) lending office is located or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not engaged in a trade or has ceased business or any political subdivision or taxing authority thereof or therein (such non-excluded taxes being called “Taxes”). If any Taxes are required to be a Qualifying Bank, other than as a result of withheld from any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, amounts payable to the Administrative Agent or any Lender under this Agreement and/or any Loan Document, the Borrower shall timely remit such Taxes to the Governmental Authority imposing the same and the amounts so payable to such Lender shall be increased to the extent necessary to yield to such Lender (after payment of all Taxes) interest or any such other amounts payable at the rates or in the amounts specified in this Agreement and/or any Loan Document. Whenever any Tax is payable by the Borrower, as promptly as possible thereafter, the Borrower shall send to the Administrative Agent, for its own account or the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. Without prejudice to the foregoing, if any Lender or the Administrative Agent is required to make any payment on account of Taxes, the Borrower will, upon notification by the Lender or the Administrative Agent, promptly indemnify such Person against such Taxes. Notwithstanding the foregoing provisions of this Section 2.12(a), the Borrower will have no obligation to indemnify any Lender or the Administrative Agent, in respect of any Taxes that would not have been payable had (i) such Lender, assignee of such Lender or participant of a Lender (or each interestholder in such Lender, assignee or participant, where such Lender, assignee or participant is a pass-through entity for purposes of the U.S. withholding tax rules) provided to the Borrower and the Administrative Agent, the applicable Withholding Certificate. For purposes of this Section 2.12, the term “Taxes” includes interest, penalties and expenses payable or incurred in connection therewith. The Lender shall submit a certification or otherwise provide written notice to the Borrower within a reasonable period of time after becoming aware of any Taxes for which it is entitled to payments of additional amounts under this Section 2.12(a). All demands for payment hereunder shall be given no more than 90 days after the occurrence of the event giving rise to such demand; provided however, that failure to deliver notice on a timely basis shall not constitute a waiver of any Lender’s right to receive payment for any costs relating to the 90-day period preceding the date of demand and any costs incurred after the giving of such notice. (b) Each Lender or assignee or participant of a Lender that is not incorporated under the laws of the United States of America or a state thereof (and, upon the written request of the Administrative Agent, each other Lender or assignee or participant of a Lender) agrees that it will deliver to the Borrower and the Administrative Agent two (2) duly completed appropriate valid Withholding Certificates (as defined under Section 1.1441-1(c)(16) of the Income Tax Regulations (the “Regulations”) certifying its status (i.e., U.S. or foreign person) and, if appropriate, making a claim of reduced, or exemption from, U.S. withholding tax on the basis of an income tax treaty or an exemption provided by the Internal Revenue Code of 1986 (as amended, the “Code”). The term “Withholding Certificate” means a Form W-9; a form W-8BEN; a form W-8ECI; a form W-8IMY and the related statements and certifications as required under Section 1.1441-1(e)(3) of the Regulations; a statement described in Section 1.871-14(c)(2) of the Regulations; or any other certificates under the Code or Regulations that certify or establish the status of a payee or beneficial owner as a U.S. or foreign person. Each Lender, assignee or participant required to deliver to the Borrower and the Administrative Agent a valid Withholding Certificate pursuant to the preceding sentence shall deliver such valid Withholding Certificate as follows: (A) each Lender which is a party hereto on the Effective Date shall deliver such valid Withholding Certificate at least five (5) Business Days prior to the first date on which any interest or fees are payable by the Borrower hereunder for the account of such Lender; (B) each assignee or participant shall deliver such valid Withholding Certificate at least five (5) Business Days before the effective date of such assignment or participation (unless the Administrative Agent in its sole discretion shall permit such assignee or participant to deliver such Withholding Certificate less than five (5) Business Days before such date in which case it shall be due on the date specified by the Administrative Agent). Each Lender, assignee or participant which so delivers a valid Withholding Certificate further undertakes to deliver to the Borrower and the Administrative Agent two (2) additional copies of such Withholding Certificate so delivered by it, and such amendments thereto or extensions or renewals thereof as may reasonably requested by the Borrower or the Administrative Agent. Notwithstanding the submission of a Withholding Certificate claiming a reduced rate of, or exemption from, U.S. withholding tax, the Administrative Agent shall be required by applicable law entitled to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay United States federal income taxes at the full amount withheld or deducted 30% withholding rate if in its reasonable judgment it is required to do so under the relevant Governmental Authoritydue diligence imposed upon a withholding agent under Section 1.1441-7(b) of the Regulations. Further, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent is indemnified under Section 1.1441-6(b) of the Regulations against any claims and demands of any Lender or assignee or participant of a Lender for its own account, the Administrative Agent) receives an amount equal to of any tax it deducts or withholds in accordance with regulations under Section 1441 of the sum it would have received had no such withholding or deductions been madeCode.

Net Payments. (a) Payments Free All payments under this Credit Agreement and the Revolving Credit Note and/or the Swingline Note shall be made without set-off, counterclaim, recoupment or defense of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any any kind and in such amounts as may be necessary in order that all payments by such payments, after deduction or withholding for or on account of any obligation future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by the United States or any Governmental Authority, other than franchise taxes or any tax on or measured by the gross receipts or overall net income of any Credit Party hereunder or under any other Credit Document shall Lender pursuant to the extent permitted income tax laws of the United States or any State, or the jurisdiction where each Lender's principal office is located (collectively "Taxes"), shall not be less than the amounts otherwise specified to be paid under this Credit Agreement and the Notes. A certificate as to any additional amounts payable to the Lenders under this Section 2.12 submitted to the Borrower by applicable laws the Lenders shall show in reasonable detail an accounting of the amount payable and the calculations used to determine in good faith such amount and shall be made free and clear conclusive absent manifest or demonstrable error. Any amounts payable by the Borrower under this Section 2.12 with respect to past payments shall be due within ten (10) days following receipt by the Borrower of and without reduction such certificate from the Lenders; any such amounts payable with respect to future payments shall be due within ten (10) days after demand with such future payments. With respect to each deduction or withholding for or on account of any Taxes. , the Borrower shall promptly furnish to the Lenders such certificates, receipts and other documents as may be required (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) in the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent reasonable judgment of the Borrower Representative Lenders) to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation establish any tax credit to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to Lenders may be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreemententitled. (iii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been made.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments made by or on account of any obligation of any Credit Party hereunder or the Borrower under any other Credit Document this Agreement shall to the extent permitted by applicable laws be made free and clear of of, and without reduction deduction or withholding for or on account of, any Taxes. (ii) A payment shall not be increased under paragraph current or future income or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (i) above by reason any net income taxes and franchise taxes (imposed in lieu of Swiss Withholding Tax if (Anet income taxes) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but imposed on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, the Administrative Agent or any Lender, (ii) any such taxes attributable to the failure of the Administrative Agent or any Lender to comply with Section 5.3(c) and (iii) any such taxes imposed on the Administrative Agent or any Lender as a result of a current or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other applicable Withholding than any such connection arising solely from the Administrative Agent shall be or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement) (“Taxes”) except to the extent that such deduction or withholding is required by any applicable law law, as modified by the administrative practice of any relevant Governmental Authority then in effect. If any such Taxes are required to withhold or deduct any Taxes be withheld from any paymentamounts payable to the Administrative Agent or any Lender hereunder, then the Borrower shall: (A) promptly notify the Administrative Agent of such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, requirement; (B) such Withholding Agent shall timely promptly pay the full amount withheld or deducted to the relevant Governmental Authority, and Authority when due the full amount required to be deducted or withheld (C) including the full amount of Taxes required to the extent that the withholding be deducted or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable withheld from any additional amount paid by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment Borrower to the Administrative Agent for its own accountor such Lender under this Section 5.3(a); (C) as promptly as possible thereafter, forward to the Administrative Agent) receives Agent and such Lender an amount equal official receipt (or a certified copy), or other documentation reasonably acceptable to the sum it Administrative Agent and such Lender, evidencing such payment to such Governmental Authority; and (D) pay to the Administrative Agent or such Lender, in addition to the payment to which the Administrative Agent or such Lender is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by the Administrative Agent or such Lender, after deduction or withholding for any such Taxes, will equal the full amount the Administrative Agent or such Lender would have received had no such deduction or withholding been required. If the Borrower fails to pay to the relevant Governmental Authority when due any Taxes that it was required to deduct or deductions been madewithhold under this Section 5.3(a) in respect of any payment to or for the benefit of the Administrative Agent or any Lender under this Agreement or fails to furnish the Administrative Agent or such Lender, as applicable, with the documentation referred to in this Section 5.3(a) when required to do so, the Borrower shall forthwith on demand fully indemnify the Administrative Agent or such Lender for any incremental taxes, interest, costs or penalties that may become payable by the Administrative Agent or such Lender as a result of such failure. The Borrower’s obligations under this Section 5.3(a) shall survive the termination of this Agreement and the payment of the Revolving Credit Loans and all other amounts payable hereunder.

Net Payments. (a) Payments Free All payments under this Credit Agreement and the Revolving Credit Note, the Swingline Note and/or a L/C Reimbursement Obligation shall be made without set-off, counterclaim, recoupment or defense of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any any kind and in such amounts as may be necessary in order that all payments by such payments, after deduction or withholding for or on account of any obligation future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by the United States or any Governmental Authority, other than franchise taxes or any tax on or measured by the gross receipts or overall net income of any Credit Party hereunder or under any other Credit Document shall Lender pursuant to the extent permitted income tax laws of the United States or any State, or the jurisdiction where each Lender's principal office is located (collectively "Taxes"), shall not be less than the amounts otherwise specified to be paid under this Credit Agreement and the Notes. A certificate as to any additional amounts payable to the Lenders under this Section 2.12 submitted to the Borrower by applicable laws the Lenders shall show in reasonable detail an accounting of the amount payable and the calculations used to determine in good faith such amount and shall be made free and clear conclusive absent manifest or demonstrable error. Any amounts payable by the Borrower under this Section 2.12 with respect to past payments shall be due within ten (10) days following receipt by the Borrower of and without reduction such certificate from the Lenders; any such amounts payable with respect to future payments shall be due within ten (10) days after demand with such future payments. With respect to each deduction or withholding for or on account of any Taxes. , the Borrower shall promptly furnish to the Lenders such certificates, receipts and other documents as may be required (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) in the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent reasonable judgment of the Borrower Representative Lenders) to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation establish any tax credit to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to Lenders may be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreemententitled. (iii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been made.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any All payments under this Credit Agreement, the Revolving Credit Note and/or any other Loan Document shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all payments by such payments, after deduction or withholding for or on account of any obligation future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by the United States or any Credit Party hereunder Governmental Authority, other than franchise taxes or under any other Credit Document shall tax on or measured by the gross receipts or overall net income of Lender pursuant to the extent permitted income tax laws of the United States or any State, or the jurisdiction where Lender's principal office is located (collectively "Taxes"), shall not be less than the amounts otherwise specified to be paid under this Credit Agreement and the Revolving Credit Note. A certificate as to any additional amounts payable to the Lender under this Section 2.11 submitted to the Borrowers by applicable laws the Lender shall show in reasonable detail an accounting of the amount payable and the calculations used to determine in good faith such amount and shall be made free and clear conclusive absent manifest or demonstrable error. Any amounts payable by the Borrowers under this Section 2.11 with respect to past payments shall be due within ten (10) Banking Business Days following receipt by the Borrowers of and without reduction such certificate from the Lender. With respect to each deduction or withholding for or on account of any Taxes. , the Borrowers shall promptly furnish to the Lender such certificates, receipts and other documents as may be required (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) in the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent reasonable judgment of the Borrower Representative Lender) to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation establish any tax credit to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to may be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreemententitled. (iii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been made.

Net Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments by the Borrower under this Agreement or under any Credit Document shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of any obligation present or future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any government or any political subdivision or taxing authority thereof, other than any tax on the net income of a Bank pursuant to the income tax laws of the United States or jurisdictions where such Bank's principal or lending office is located (collectively, such non-excluded taxes are hereinafter referred to as "Non-Excluded Taxes")) shall not be less than the amounts otherwise specified to be paid under this Agreement and/or any Credit Party Document. If the Borrower is required by law to make any deduction or withholding on account of Non-Excluded Taxes from any payment due hereunder or under any other Credit Document the Notes, then (i) the Borrower shall timely remit such Taxes to the extent permitted Governmental Authority imposing the same and (ii) the amount payable hereunder or under the Notes will be increased to such amount which, after deduction from such increased amount of all amounts required to be deducted or withheld therefrom, will not be less than the amount otherwise due and payable. A certificate as to the calculation of any additional amounts payable to a Bank under this Section 3.04 submitted to the Borrower by applicable laws such Bank shall, absent manifest error, be made free final, conclusive and clear of and without reduction binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Non-Excluded Taxes, the Borrower shall promptly furnish to each Bank such certificates, receipts and other documents as may be required (in the judgment of such Bank) to establish any tax credit to which such Bank may be entitled. (b) Without prejudice to the provisions of paragraph (a) of this Section 3.04, if any Bank, or the Agent on its behalf, is required to make any payment on account of Non-Excluded Taxes on or in relation to any sum received or receivable under this Agreement and/or the other Credit Documents by such Bank, or the Agent on its behalf, or any liability for Non-Excluded Taxes in respect of any such payment is imposed, levied or assessed against any Bank, or the Agent on its behalf, the Borrower will promptly indemnify such Person against such Non-Excluded Tax payment or liability, together with any interest, penalties and expenses (including counsel fees and expenses) payable or incurred in connection therewith. The Borrower shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction as such Bank shall determine are payable by such Bank in respect of Non-Excluded Taxes paid to or on behalf of such Bank pursuant to this Section 3.04. For purposes of this Section, the term "Non-Excluded Taxes" includes interest, penalties and expenses payable or incurred in connection therewith. A certificate by such Bank, or the Agent on its behalf, as to the calculation and amount of such payments shall, absent manifest error, be final, conclusive and binding upon all parties hereto for all purposes. With respect to each deduction or withholding for or on account of any Non-Excluded Taxes, the Borrower shall promptly furnish to each Bank such certificates, receipts and other documents as may be required (in the judgment of such Bank) to establish any tax credit to which such Bank may be entitled. (c) Each Bank organized under the laws of a jurisdiction outside the United States (hereinafter, a "Non-U.S. Bank") shall, on or before the date the first payment is due from Borrower on any Borrowings made hereunder and from time to time thereafter if requested in writing by the Borrower (but only so long as such Bank remains lawfully able to do so), provide the Borrower with IRS Form W-8, Form 1001, or Form 4224, as appropriate, or any successor form prescribed by the IRS, indicating that such Non-U.S. Bank is entitled to complete or partial exemption from withholding on all payments to be received by it under this Agreement. If the form provided by such Bank indicates that such Bank is entitled to benefits under an income tax treaty to which the United States is a party and which reduces the rate of the withholding tax on payments made hereunder below the U.S. statutory rate then in effect, such reduced withholding tax will be included in "Non-Excluded Taxes" as defined in this Section 3.04. (d) For any period with respect to which a Non-U.S. Bank has failed to provide the Borrower with the appropriate form (unless such failure is due to a change in treaty, law or regulation occurring subsequent to the date of this Agreement), such Non-U.S. Bank shall not be entitled to indemnification under Section 3.04(a) or 3.04(b) with respect to withholding taxes imposed by the United States; provided, however, that should a Bank which is otherwise exempt from or subject to a reduced rate of withholding tax become subject to Non-Excluded Taxes because of its failure to deliver a form required hereunder, the Borrower shall take such steps as such Bank shall reasonably request to assist such Bank to recover such Non-Excluded Taxes. (iie) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) In the event a Non-U.S. Bank Rules at the time of an assignment is entitled to the benefit of payments pursuant to Section 3.04(a) or Section 3.04(b), the assignee of such Non-U.S. Bank shall be entitled to the same benefits (including further benefit of payments that may arise with respect to such assignee) that would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative available to the assignment assignor Non-U.S. Bank in the absence of all such assignment, but only to the extent the relevant amounts are incurred by or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation with respect to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreementassignee. (iiif) If the Borrower is required to pay additional amounts to for the account of any Credit PartyBank pursuant to this Section 3.04, then such Bank shall take efforts to change the Administrative Agent jurisdiction of its lending office so as to eliminate or reduce any such additional amounts which may thereafter accrue if such change would not, in the sole judgment of such Bank, result in any cost to such Bank. (g) Nothing contained in this Section 3.04 shall require any Bank to make available any of its tax returns or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent information that it deems to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld confidential or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been madeproprietary.

Net Payments. (a) Payments Free All payments under this Credit Agreement, the Notes and/or the L/C Reimbursement Obligation shall be made without set-off, counterclaim, recoupment or defense of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any any kind and in such amounts as may be necessary in order that all payments by such payments, after deduction or withholding for or on account of any obligation future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by the United States or any Governmental Authority, other than franchise taxes or any tax on or measured by the gross receipts or overall net income of any Credit Party hereunder or under any other Credit Document shall Lender pursuant to the extent permitted income tax laws of the United States or any State or any Governmental Authority, or the jurisdiction where each Lender's principal office is located (collectively "Taxes"), shall not be less than the amounts otherwise specified to be paid under this Credit Agreement and the Notes. A certificate as to any additional amounts payable to the Lenders under this Section 2.15 submitted to the Borrower by applicable laws the Lenders shall show in reasonable detail an accounting of the amount payable and the calculations used to determine in good faith such amount and shall be made free and clear conclusive absent manifest or demonstrable error. Any amounts payable by the Borrower under this Section 2.15 with respect to past payments shall be due within thirty (30) days following receipt by the Borrower of and without reduction such certificate from the Lenders; any such amounts payable with respect to future payments shall be due within thirty (30) days after demand with such future payments. With respect to each deduction or withholding for or on account of any Taxes. , the Borrower shall promptly furnish to the Lenders such certificates, receipts and other documents as may be required (ii) A payment shall not be increased under paragraph (i) above by reason of Swiss Withholding Tax if (A) in the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent reasonable judgment of the Borrower Representative Lenders) to the assignment of all or a portion of its Loans and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation establish any tax credit to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to Lenders may be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreemententitled. (iii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been made.

Net Payments. (a) Payments Free All payments made by the Borrower hereunder and under any Note will be made without setoff, counterclaim or other defense. All such payments will be made free and clear of, and without deduction or withholding for Taxes, unless such deduction or withholding is required by any law. If any such Taxes are Indemnified Taxes, the Borrower agrees to pay the full amount of such Indemnified Taxes; Obligation to Withhold; Payments on Account , and such additional amounts as may be necessary so that every payment of Taxes. (i) Any and all payments by amounts due under this Agreement or under any Note, after withholding or deduction for or on account of any obligation such Indemnified Taxes, will not be less than the amount provided for herein or in such Note had no such withholding or deduction been made. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Credit Party hereunder Taxes is due pursuant to applicable law certified copies of tax receipts (or under any such other Credit Document shall evidence reasonably satisfactory to the Administrative Agent) evidencing such payment by the Borrower (to the extent permitted Borrower is responsible for making such withholding or deduction). The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Indemnified Taxes so levied or imposed and paid by applicable laws be made free and clear of and without reduction or withholding for any Taxessuch Lender. (iib) A payment shall not be increased under paragraph Each Lender that is a United States person (ias such term is defined in Section 7701(a)(30) above by reason of Swiss Withholding Tax if (A) the Non-Bank Rules would not have been violated if the assigning Lender would have complied with its obligation to obtain the consent of the Borrower Representative Code) for U.S. Federal income tax purposes (other than a Lender that may be treated as an exempt recipient under Treasury Regulations Section 1.6049-4(c)(1)(ii), subject to the assignment provisions of all or a portion of its Loans Treasury Regulations Section 1.1441-1(d)(4)) agrees to deliver to the Borrower and Commitment under Section 14.6 (Successors and Assigns) or if (B) the Lender in relation to which the Swiss Borrower makes the payment was a Qualifying Bank when it became a Lender under this Agreement but on that date such Lender is not or has ceased to be a Qualifying Bank, other than as a result of any Change in Law after the date it became a Lender under this Agreement. (iii) If any Credit Party, the Administrative Agent on or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted prior to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 6.4) each Lender (Effective Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, an Internal Revenue Service Form W-9. Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes (“Foreign Lender”) and not described in the succeeding sentence (regarding Internal Revenue Service Form W-8IMY) agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption or reduction under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption or reduction in from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note.) In the case of a Foreign Lender that is not the beneficial owner of payments made under this Agreement or any Note (including a partnership or a participating Lender), such Foreign Lender shall deliver to the Borrower and the Administrative Agent on or prior to the Effective Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8IMY on behalf of itself and (ii) the relevant forms prescribed in the preceding two sentences as applicable that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Lender. In addition, each Foreign Lender shall, in the case of any payment made after December 31, 2012 in respect of any Loan, Letters of Credit, Note or Obligation that was not treated as outstanding for purposes of FATCA on March 18, 2012, provide any forms, documentation, or other information as shall be prescribed by the Internal Revenue Service to demonstrate that the relevant Foreign Lender has complied with the applicable reporting requirements of FATCA. In addition, each Foreign Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the certification or forms in the second and third preceding sentences obsolete or inaccurate in any material respect, such Foreign Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii) Certificate or Internal Revenue Service Form W-8IMY (together with all underlying forms), as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Foreign Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Foreign Lender shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Foreign Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b). (c) If the Borrower pays any additional amount under this Section 5.04 to a Lender and such Lender determines in its sole discretion that it has actually received in connection therewith any refund of its Tax liabilities in or with respect to the taxable year in which the additional amount is paid (a “Tax Benefit”), such Lender shall pay to the Borrower an amount that the Lender shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by such Lender in such year as a consequence of such Tax Benefit; provided, however, that (i) any Lender may determine, in its sole discretion consistent with the policies of such Lender, whether to seek a Tax Benefit, (ii) any Taxes that are imposed on a Lender as a result of a disallowance or reduction of any Tax Benefit with respect to which such Lender has made a payment to the Administrative Agent Borrower pursuant to this Section 5.04(c) shall be treated as a Tax for its own accountwhich the Borrower is obligated to indemnify such Lender pursuant to this Section 5.04 without any exclusions or defenses, the Administrative Agent(iii) receives an amount equal nothing in this Section 5.04(c) shall require any Lender to disclose any confidential information to the sum it would have received had Borrower (including, without limitation, its tax returns), and (iv) no such withholding Lender shall be required to pay any amounts pursuant to this Section 5.04(c) at any time when a Default or deductions been madean Event of Default exists.