Common use of Net Payments; Taxes Clause in Contracts

Net Payments; Taxes. (a) All payments to be made hereunder and under the Facility C Notes and any other Loan Documents by the Company shall be made without setoff, counterclaim or other defense. Subject to Section 5.06(b) hereof with respect to U.S. Taxes, all such payments shall be made free and clear of and without deduction for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any governmental authority (other than taxes imposed on the Agent, any Lender or its Applicable Lending Office by the jurisdiction in which the Agent or such Lender is organized or has its principal office or in which its Applicable Lending Office is organized or located or, in each case, any political subdivision or taxing authority thereof or therein) (collectively, "TAXES"). If any Taxes are imposed and required to be withheld from any amount payable by the Company hereunder or under the Facility C Notes, the Company shall be obligated to (i) pay such additional amount so that the Agent and the Lenders will receive a net amount (after giving effect to the payment of such additional amount and to the deduction of all Taxes) equal to the amount due hereunder, (ii) pay such Taxes to the appropriate taxing authority for the account of the Agent, for the benefit of the Lenders and (iii) as promptly as possible thereafter, sending the Agent a certified copy of any original official receipt showing payment thereof, together with such additional documentary evidence as the Agent may from time to time reasonably require. If the Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Agent the required receipts or other required documentary evidence, the Company shall be obligated to indemnify the Agent and each Lender for any incremental taxes, interest or penalties that may become payable by the Agent or such Lender as a result of such failure. The obligations of the Company under this Section 5.06(a) shall survive the repayment of the Facility C Loans and the termination of the Facility C Commitments.

Net Payments; Taxes. (a) All payments to be made by any Credit Party hereunder and or under the Facility C Notes and any other Loan Documents by the Company shall Credit Document will be made without setoff, counterclaim or other defense. Subject to Section 5.06(b) hereof with respect to U.S. Taxes, all All such payments shall will be made free and clear of of, and without deduction for or on account ofwithholding for, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions assessments or withholdings, other charges of whatever nature now or hereafter imposed, levied, collected, withheld or assessed imposed by any governmental authority (other than taxes imposed on the Agent, any Lender jurisdiction or its Applicable Lending Office by the jurisdiction in which the Agent or such Lender is organized or has its principal office or in which its Applicable Lending Office is organized or located or, in each case, any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, (i) any tax determined by reference to the overall net income or profits of a Lender or Participating Entity, and any franchise, capital and similar taxes (imposed in lieu of net income taxes), in each case, imposed pursuant to the laws of the jurisdiction in which such Lender or Participating Entity is organized or the jurisdiction in which the principal office or applicable lending office of such Lender or Participating Entity is located or any subdivision thereof or therein, (ii) any U.S. federal withholding taxes imposed under FATCA, (iii) any U.S. federal withholding taxes imposed on amounts payable to or for the account of a Lender or Participating Entity pursuant to a law in effect on (A) the date on which a Lender or Participating Entity acquires an interest in the Loan or under a Credit Document (other than pursuant to an assignment request by the Borrower under Section 2.12) or (B) the date that a Lender or Participating Entity changes its applicable lending office, except in each case that amounts with respect to such taxes were payable either to such Lender’s or Participating Entity’s assignor immediately before such Lender or Participating Entity became a party hereto or to such Lender or Participating Entity immediately before it changed its lending office and (iv) taxes attributable to a Lender’s or Participating Entity’s failure to comply with paragraph (b) of this Section 5.04 (collectively, "TAXES"“Excluded Taxes”)) and all interest, penalties or similar liabilities with respect hereto (all such taxes, levies, imposts, duties, fees, assessments or other charges, other than Excluded Taxes, being referred to collectively as “Taxes”). If any Taxes are imposed so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and required to such additional amounts as may be withheld from any amount payable by the Company hereunder 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 Taxes, will not be less than the Facility C Notesamount provided for herein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Company Borrower shall be obligated to (i) pay reimburse each Lender, upon the written request of such additional amount Lender, for taxes imposed on or measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender, in respect of such amounts so that paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The Borrower will furnish to the Administrative Agent and within 45 days after the Lenders will receive a net amount (after giving effect to date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such additional amount and payment by the Borrower (or other evidence of payment reasonably satisfactory to the deduction Lenders). The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request and submission of all Taxes) equal to the amount due hereunder, (ii) pay such Taxes to the appropriate taxing authority for the account of the Agentdocumentary evidence, for the benefit of the Lenders and (iii) as promptly as possible thereafter, sending the Agent a certified copy amount of any original official receipt showing payment thereof, together with Taxes so levied or imposed and paid by such additional documentary evidence as the Agent may from time to time reasonably requireLender. If a Lender determines, in its sole reasonable discretion, that it has received a refund of any Taxes for which the Company fails Borrower has previously made a payment pursuant to this Section 5.04(a), such Lender shall pay to the Borrower an amount equal to such refund (but only to the extent of amounts paid by the Borrower under this Section 5.04(a) with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such Lender and without interest (other than any interest paid by the relevant taxing authority with respect to such refund). The Borrower, upon the request of such Lender, shall repay to such Lender an amount paid over pursuant to the previous sentence (plus any penalties, interest or other charges imposed by the relevant taxing authority) in the event that such Lender is required to repay such refund to such taxing authority. Notwithstanding anything to the contrary in this paragraph, in no event will the Lender be required to pay any Taxes when due amount to the appropriate taxing authority Borrower pursuant to this paragraph the payment of which would place the Lender in a less favorable net after-Tax position than the Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or fails otherwise imposed and the indemnification payments or additional amounts with respect to remit such Tax had never been paid. This paragraph shall not be construed to require any Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Agent the required receipts Borrower or any other required documentary evidence, the Company shall be obligated to indemnify the Agent and each Lender for any incremental taxes, interest or penalties that may become payable by the Agent or such Lender as a result of such failure. The obligations of the Company under this Section 5.06(a) shall survive the repayment of the Facility C Loans and the termination of the Facility C CommitmentsPerson.

Net Payments; Taxes. (a) All payments to be made hereunder and by any Credit Party hereunder, or under the Facility C Notes and any Note or other Loan Documents by the Company shall Credit Document will be made without setoff, counterclaim or other defense. Subject to Except as provided in Section 5.06(b) hereof with respect to U.S. Taxes4.04(b), all such payments shall will be made free and clear of of, and without deduction for or on account ofwithholding for, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions assessments or withholdings, other charges of whatever nature now or hereafter imposed, levied, collected, withheld or assessed imposed by any governmental authority (other than taxes imposed on the Agent, any Lender jurisdiction or its Applicable Lending Office by the jurisdiction in which the Agent or such Lender is organized or has its principal office or in which its Applicable Lending Office is organized or located or, in each case, any political subdivision or taxing authority thereof or thereintherein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any Excluded Taxes) and all interest, penalties or similar liabilities with respect thereto (collectivelyall such nonexcluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "TAXESTaxes"). If any Taxes are imposed and required to be withheld from any amount payable by the Company hereunder so levied or under the Facility C Notesimposed, the Company shall be obligated to (i) pay such additional the sum payable shall be increased by the amount necessary so that the Agent and the Lenders will receive a net amount (after giving effect to the every payment of such additional amount and to the deduction all amounts due under this Agreement or under any Note, after withholdings or deductions for or on account of all Taxes) equal to Taxes will not be less than the amount due hereunderprovided for herein or in such Note, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount of such Taxes to the appropriate relevant taxing authority in accordance with applicable law. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes relating to such amounts imposed on or measured by the account net income or net profits of such Lender pursuant to the laws of the Agentjurisdiction in which the principal office or applicable lending office of such Lender 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 Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The Borrower will furnish to the Administrative Agent promptly, and in any event within 45 days after the date the payment of any Taxes is due, certified copies of tax receipts, if any, issued by such taxing authority, or other evidence reasonably acceptable to the Administrative Agent evidencing such payment by the Borrower (or, if the Borrower has not received such certified copies of tax receipts within such time period, then the Borrower shall furnish such certified copies of tax receipts to the Administrative Agent promptly, and in any event within 15 days after the Borrower has received such certified copies of tax receipts). The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the benefit of the Lenders and (iii) as promptly as possible thereafter, sending the Agent a certified copy amount of any original official receipt showing payment thereofTaxes so levied or imposed and paid by such Lender, together with such additional documentary evidence as the Agent may from time other than penalties, additions to time reasonably require. If the Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Agent the required receipts or other required documentary evidence, the Company shall be obligated to indemnify the Agent and each Lender for any incremental taxestax, interest or penalties that may become payable by the Agent or such Lender and expenses arising as a result of the willful misconduct or gross negligence of such failureLender. The obligations Such indemnification shall be made promptly, and in any event within 30 days after the date upon which such Lender makes written demand therefor, which demand shall identify the nature and amount of Taxes for which indemnification is sought. In addition, the Company under Borrower agrees to pay any present and future stamp, documentary taxes or any other excise, property, transfer or similar taxes, and any charges relating thereto, arising from any payment made hereunder or from the execution, delivery, enforcement or registration of, or otherwise in connection with, this Section 5.06(a) shall survive the repayment of the Facility C Loans and the termination of the Facility C CommitmentsAgreement.

Net Payments; Taxes. (a) All payments to be made hereunder and under the Facility C Notes and any other Loan Documents by the Company shall be made without setoff, counterclaim or other defense. Subject to Section 5.06(b) hereof with respect to U.S. Taxes, all such payments shall be made free and clear of and without deduction for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any governmental authority (other than taxes imposed on the Agent, any Lender or its Applicable Lending Office by the jurisdiction in which the Agent or such Lender is organized or has its principal office or in which its Applicable Lending Office is organized or located or, in each case, any political subdivision or taxing authority thereof or therein) (collectively, "TAXES"). If any Taxes are imposed and required to be withheld from any amount payable by the Company hereunder or under the Facility C Notes, the Company shall be obligated to (i) pay such additional amount so that the Agent and the Lenders will receive a net amount (after giving effect to the payment of such additional amount and to the deduction of all Taxes) equal to the amount due hereunder, (ii) pay such Taxes to the appropriate taxing authority for the account of the Agent, for the benefit of the Lenders and (iii) as promptly as possible thereafter, sending the Agent a certified copy of any original official receipt showing payment thereof, together with such additional documentary evidence as the Agent may from time to time reasonably require. If the Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Agent the required receipts or other required documentary evidence, the Company shall be obligated to indemnify the Agent and each Lender for any incremental taxes, interest or penalties that may become payable by the Agent or such Lender as a result of such failure. The obligations of the Company under this Section 5.06(a5.01(a) shall survive the repayment of the Facility C Loans and the termination of the Facility C Commitments.

Net Payments; Taxes. (a) All payments to be made by any Credit Party hereunder and or under the Facility C Notes and any other Loan Documents by the Company shall Term Note will be made without setoff, counterclaim or other defense. Subject to Except as provided in Section 5.06(b) hereof with respect to U.S. Taxes3.04(b), 13.04, 13.14 or 13.15, all such payments shall will be made free and clear of of, and without deduction for or on account ofwithholding for, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, Taxes now or hereafter imposed, levied, collected, withheld or assessed imposed by any governmental authority (other than taxes imposed on the Agent, any Lender jurisdiction or its Applicable Lending Office by the jurisdiction in which the Agent or such Lender is organized or has its principal office or in which its Applicable Lending Office is organized or located or, in each case, any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or net profits of a 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 such Lender is located or any subdivision thereof or therein) (collectively, "TAXES"all such non-excluded Taxes being referred to collectively as “Withholding Taxes”). If any Withholding Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Withholding Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or any other Credit Document or under any Term Note, after withholding or deduction for or on account of any Withholding Taxes, will not be less than the amount provided for herein or in such Credit Document or in such Term Note. If any amounts are payable in respect of Withholding Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed and required to be withheld from any amount payable on or measured by the Company hereunder net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the Facility C Noteslaws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender, in respect of such amounts so paid to or on behalf of such Lender pursuant to the Company shall be obligated preceding sentence and in respect of any amounts paid to (i) pay or on behalf of such additional amount so that Lender pursuant to this sentence. The Borrower will furnish to the Administrative Agent and within 45 days after the Lenders will receive a net amount (after giving effect to date the payment of any Withholding Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such additional amount payment by the Borrower. The Borrower agrees to indemnify and to the deduction of all Taxes) equal to the amount due hereunderhold harmless each Lender, (ii) pay and reimburse such Taxes to the appropriate taxing authority for the account of the AgentLender upon its written request, for the benefit of the Lenders and (iii) as promptly as possible thereafter, sending the Agent a certified copy amount of any original official receipt showing payment thereof, together with Withholding Taxes so levied or imposed and paid by such additional documentary evidence as the Agent may from time to time reasonably require. If the Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Agent the required receipts or other required documentary evidence, the Company shall be obligated to indemnify the Agent and each Lender for any incremental taxes, interest or penalties that may become payable by the Agent or such Lender as a result of such failure. The obligations of the Company under this Section 5.06(a) shall survive the repayment of the Facility C Loans and the termination of the Facility C CommitmentsLender.

Net Payments; Taxes. (a) All payments to be made by any Credit Party hereunder and or under the Facility C Notes and any other Loan Documents by the Company shall Credit Document will be made without setoff, counterclaim or other defense. Subject to Except as provided in Section 5.06(b) hereof with respect to U.S. Taxes4.04(b), all such payments shall will be made free and clear of of, and without deduction for or on account ofwithholding for, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions assessments or withholdings, other charges of whatever nature now or hereafter imposed, levied, collected, withheld or assessed imposed by any governmental authority (other than taxes imposed on the Agent, any Lender jurisdiction or its Applicable Lending Office by the jurisdiction in which the Agent or such Lender is organized or has its principal office or in which its Applicable Lending Office is organized or located or, in each case, any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or net profits of a 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 such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (collectivelyall such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "TAXESTaxes"). If any Taxes are so levied or imposed, the Borrowers jointly and severally 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 any Revolving Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Revolving Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrowers jointly and severally agree to reimburse each Lender, upon the written request of such Lender, for taxes imposed and required to be withheld from any amount payable on or measured by the Company hereunder net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the Facility C Noteslaws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender, in respect of such amounts so paid to or on behalf of such Lender pursuant to the Company shall be obligated preceding sentence and in respect of any amounts paid to (i) pay or on behalf of such additional amount so that Lender pursuant to this sentence. The Borrowers will furnish to the Administrative Agent and within 45 days after the Lenders will receive a net amount (after giving effect to date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such additional amount payment by the Borrowers. The Borrowers jointly and severally agree to the deduction of all Taxes) equal to the amount due hereunderindemnify and hold harmless each Lender, (ii) pay and reimburse such Taxes to the appropriate taxing authority for the account of the AgentLender upon its written request, for the benefit of the Lenders and (iii) as promptly as possible thereafter, sending the Agent a certified copy amount of any original official receipt showing payment thereof, together with Taxes so levied or imposed and paid by such additional documentary evidence as the Agent may from time to time reasonably require. If the Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Agent the required receipts or other required documentary evidence, the Company shall be obligated to indemnify the Agent and each Lender for any incremental taxes, interest or penalties that may become payable by the Agent or such Lender as a result of such failure. The obligations of the Company under this Section 5.06(a) shall survive the repayment of the Facility C Loans and the termination of the Facility C CommitmentsLender.

Net Payments; Taxes. (a) All payments to be made by Holdings and the Borrower hereunder and under the Facility C Notes and any other Loan Documents or by the Company shall Borrower under any Note will be made without setoff, counterclaim or other defense. Subject to Except as provided in Section 5.06(b) hereof with respect to U.S. Taxes4.04(b), all such payments shall will be made free and clear of of, and without deduction for or on account ofwithholding for, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions assessments or withholdings, other charges of whatever nature now or hereafter imposed, levied, collected, withheld or assessed imposed by any governmental jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (other than taxes but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the Agent, any Lender net income or its Applicable Lending Office by net profits of a Bank pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the Agent or such Lender is organized or has its principal office or in which its Applicable Lending Office applicable lending office of such Bank is organized located or located or, in each case, any political subdivision or taxing authority thereof or therein) and all interest, penalties or similar liabilities with respect thereto (collectively, "TAXESTaxes"). 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 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 Borrower agrees to reimburse each Bank, upon the written request of such Bank, for taxes imposed and required on or measured by the net income of such Bank pursuant to be withheld from the laws of the jurisdiction or any amount 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 such amounts so paid to or on behalf of such Bank pursuant to the Company hereunder preceding sentence and in respect of any amounts paid to or under on behalf of such Bank pursuant to this sentence. The Borrower will furnish to the Facility C Notes, Administrative Agent within 45 days after the Company shall be obligated to (i) pay such additional amount so that the Agent and the Lenders will receive a net amount (after giving effect to date of the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such additional amount and payment by the Borrower. Without duplication of amounts payable pursuant to the deduction foregoing provisions of all Taxes) equal this Section 4.04(a), the Borrower agrees to the amount due hereunderindemnify and hold harmless each Bank, (ii) pay and reimburse such Taxes to the appropriate taxing authority for the account of the AgentBank upon its written request, for the benefit of the Lenders and (iii) as promptly as possible thereafter, sending the Agent a certified copy amount of any original official receipt showing payment thereof, together with Taxes so levied or imposed and paid by such additional documentary evidence as the Agent may from time to time reasonably require. If the Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Agent the required receipts or other required documentary evidence, the Company shall be obligated to indemnify the Agent and each Lender for any incremental taxes, interest or penalties that may become payable by the Agent or such Lender as a result of such failure. The obligations of the Company under this Section 5.06(a) shall survive the repayment of the Facility C Loans and the termination of the Facility C CommitmentsBank.

Net Payments; Taxes. (axvi) All payments made by any Credit Party under any Credit Document (including, in the case of Holdings or BFPH, in its capacity as a guarantor pursuant to be made hereunder and Sections 14 or 15, as the case may be) or under the Facility C Notes and any other Loan Documents by the Company shall Note will be made without setoff, counterclaim or other defense. Subject to Except as provided in Section 5.06(b) hereof with respect to U.S. Taxes4.04(b), all such payments shall will be made free and clear of of, and without deduction for or on account ofwithholding for, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions assessments or withholdings, other charges of whatever nature now or hereafter imposed, levied, collected, withheld or assessed imposed by any governmental authority (other than taxes imposed on the Agent, any Lender jurisdiction or its Applicable Lending Office by the jurisdiction in which the Agent or such Lender is organized or has its principal office or in which its Applicable Lending Office is organized or located or, in each case, any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or net profits of a 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 such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (collectivelyall such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "TAXESTaxes"). If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the payment) agrees (and if such Borrower is a U.K. Borrower, each other U.K. Borrower agrees -59- jointly and severally) 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 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 respective Borrower (and any other Credit Party making the payment) agrees (and if such Borrower is a U.K. Borrower, each other U.K. Borrower agrees jointly and severally) to reimburse each Lender, upon the written request of such Lender, for taxes imposed and required to be withheld from any amount payable on or measured by the Company hereunder net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such bank is organized or in which the principal office or applicable lending office of such Lender is located or under the Facility C Noteslaws of any political subdivision or taxing authority of any such jurisdiction in which such bank is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of income or similar taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the Company shall be obligated preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The respective Borrower (ior other Credit Party) pay such additional amount so that will furnish to the Administrative Agent and within 45 days after the Lenders will receive a net amount (after giving effect to date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such additional amount payment by such Borrower or the respective other Credit Party. The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the deduction of all Taxes) equal to the amount due hereunder, (ii) pay such Taxes to the appropriate taxing authority for the account incorporation by reference therein of the Agentprovisions of this Section 4.04, shall agree) to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the benefit of the Lenders and (iii) as promptly as possible thereafter, sending the Agent a certified copy amount of any original official receipt showing payment thereof, together with Taxes so levied or imposed and paid by such additional documentary evidence as the Agent may from time to time reasonably require. If the Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Agent the required receipts or other required documentary evidence, the Company shall be obligated to indemnify the Agent and each Lender for any incremental taxes, interest or penalties that may become payable by the Agent or such Lender as a result of such failure. The obligations of the Company under this Section 5.06(a) shall survive the repayment of the Facility C Loans and the termination of the Facility C CommitmentsLender.

Net Payments; Taxes. (a) All payments to be made by any Credit Party hereunder and or under the Facility C Notes and any other Loan Documents by the Company shall Note will be made without setoff, counterclaim counterclaim, recoupment or other defense. Subject to Except as provided in Section 5.06(b) hereof with respect to U.S. Taxes4.04(b), all such payments shall will be made free and clear of of, and without deduction for or on account ofwithholding for, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions assessments or withholdings, other charges of whatever nature now or hereafter imposed, levied, collected, withheld or assessed imposed by any governmental authority (other than taxes imposed on the Agent, any Lender jurisdiction or its Applicable Lending Office by the jurisdiction in which the Agent or such Lender is organized or has its principal office or in which its Applicable Lending Office is organized or located or, in each case, any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or net profits of a 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 such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (collectivelyall such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "TAXESTaxes"). 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 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 Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed and required to be withheld from any amount payable on or measured by the Company hereunder net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the Facility C Noteslaws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender, in respect of such amounts so paid to or on behalf of such Lender pursuant to the Company shall be obligated preceding sentence and in respect of any amounts paid to (i) pay or on behalf of such additional amount so that Lender pursuant to this sentence. The Borrower will furnish to the Administrative Agent and within 45 days after the Lenders will receive a net amount (after giving effect to date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such additional amount payment by the Borrower. The Borrower agrees to indemnify and to the deduction of all Taxes) equal to the amount due hereunderhold harmless each Lender, (ii) pay and reimburse such Taxes to the appropriate taxing authority for the account of the AgentLender upon its written request, for the benefit of the Lenders and (iii) as promptly as possible thereafter, sending the Agent a certified copy amount of any original official receipt showing payment thereof, together with Taxes so levied or imposed and paid by such additional documentary evidence as the Agent may from time to time reasonably require. If the Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Agent the required receipts or other required documentary evidence, the Company shall be obligated to indemnify the Agent and each Lender for any incremental taxes, interest or penalties that may become payable by the Agent or such Lender as a result of such failure. The obligations of the Company under this Section 5.06(a) shall survive the repayment of the Facility C Loans and the termination of the Facility C CommitmentsLender.

Net Payments; Taxes. (a) All payments to be made hereunder and under the Facility C Notes and any other Loan Documents by the Company shall be made without setoff, counterclaim or other defense. Subject to Section 5.06(b) hereof with respect to U.S. Taxes, all such payments shall be made free and clear of and without deduction for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any governmental authority (other than taxes imposed on the Agent, any Lender or its Applicable Lending Office by the jurisdiction in which the Agent or such Lender is organized or has its principal office or in which its Applicable Lending Office is organized or located or, in each case, any political subdivision or taxing authority thereof or therein) (collectively, "TAXES"). If any Taxes are imposed and required to be withheld from any amount payable by the Company hereunder or under the Facility C Notes, the Company shall be obligated to (i) pay such additional amount so that the Agent and the Lenders will receive a net amount (after giving effect to the payment of such additional amount and to the deduction of all Taxes) equal to the amount due hereunder, (ii) pay such Taxes to the appropriate taxing authority for the account of the Agent, for the benefit of the Lenders and (iii) as promptly as possible thereafter, sending the Agent a certified copy of any original official receipt showing payment thereof, together with such additional documentary evidence as the Agent may from time to time reasonably require. If the Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Agent the required receipts or other required documentary evidence, the Company shall be obligated to indemnify the Agent and each Lender for any incremental taxes, interest or penalties that may become payable by the Agent or such Lender as a result of such failure. The obligations of the Company under this Section 5.06(a) shall survive the repayment of the Facility C Loans and the termination of the Facility C Commitments.CREDIT AGREEMENT

Net Payments; Taxes. (a) All payments to be made hereunder and under the Facility C Notes and any other Loan Documents by or on behalf of the Company shall hereunder or under any Note will be made without setoff, counterclaim or other defense. Subject to Except as provided in Section 5.06(b) hereof with respect to U.S. Taxes4.04(b), all such payments shall will be made free and clear of of, and without deduction for or on account ofwithholding for, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions assessments or withholdings, other charges of whatever nature now or hereafter imposed, levied, collected, withheld or assessed imposed by any governmental authority (other than taxes imposed on the Agent, any Lender jurisdiction or its Applicable Lending Office by the jurisdiction in which the Agent or such Lender is organized or has its principal office or in which its Applicable Lending Office is organized or located or, in each case, any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any income or franchise tax imposed on or measured by the overall net income or profits of a Lender, or any franchise tax or gross receipts taxes that are imposed in lieu of net income or net profits taxes, in either case 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 such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (collectively, "TAXES"all such non‑excluded charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the Company 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 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 Company agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income of such Lender pursuant to the laws of the jurisdiction or any political subdivision or taxing authority thereof or therein in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The Company will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Company. The Company agrees to indemnify and hold harmless each Lender and the Administrative Agent, and reimburse such Lender or Administrative Agent within 10 days after its written request, for the amount of any Taxes so levied or imposed and paid by such Lender or Administrative Agent, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate setting forth the amount of such payment or liability and the reasons therefore in reasonable detail delivered to Company by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. any Obligation will be made without setoff, counterclaim or other defense. Except as required by applicable law, all such payments will be made free and clear of, and without deduction or withholding for, any Taxes. If any Taxes are required by applicable law to be withheld or deducted by any applicable withholding agent from any such payments, (i) the applicable withholding agent shall make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law, and (ii) to the extent such Taxes constitute Indemnified Taxes, the amount payable by the Company hereunder or under the Facility C Notes, the Company shall be obligated to (i) pay such additional amount so that the Agent and the Lenders will receive a net amount (after giving effect applicable Credit Party to the payment of such additional amount and to the deduction of all Taxes) equal to the amount due hereunder, (ii) pay such Taxes to the appropriate taxing authority for the account of the Agent, for the benefit of the Lenders and (iii) as promptly as possible thereafter, sending the Agent a certified copy of any original official receipt showing payment thereof, together with such additional documentary evidence as the Agent may from time to time reasonably require. If the Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Agent the required receipts or other required documentary evidence, the Company shall be obligated to indemnify the Agent and each Lender for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or such Lender shall be increased as a result necessary so that every payment of all amounts due under this Agreement or under any other Credit Document, after such failure. The obligations withholding or deduction for or on account of the Company any Indemnified Taxes (including such withholding or deduction applicable to such additional amounts payable under this Section 5.06(a4.04) shall survive received by each Lender (or, in the repayment case of a payment received by the Facility C Loans and Administrative Agent for its own account, the termination of Administrative Agent) will not be less than the Facility C Commitmentsamount it would have received had not such deduction or withholding been made.

Net Payments; Taxes. (a) All payments to be made by any Credit Party hereunder and or under the Facility C Notes and any other Loan Documents by the Company shall Credit Document will be made without setoff, counterclaim or other defense. Subject to Except as provided in Section 5.06(b) hereof with respect to U.S. Taxes5.04(b), all such payments shall will be made free and clear of of, and without deduction for or on account ofwithholding for, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions assessments or withholdings, other charges of whatever nature now or hereafter imposed, levied, collected, withheld or assessed imposed by any governmental authority (other than taxes imposed on the Agent, any Lender jurisdiction or its Applicable Lending Office by the jurisdiction in which the Agent or such Lender is organized or has its principal office or in which its Applicable Lending Office is organized or located or, in each case, any political subdivision or taxing authority thereof or thereintherein with respect to such payments (but excluding, with respect to the Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (i) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed (in lieu of net income taxes), by the jurisdiction (or any political subdivision or taxing authority thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (ii) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the principle office or applicable lending office of the Agent or the Lender, as the case may be, is located , (iii) in the case of a Foreign Lender, any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender designates a new lending office or is attributable to such Foreign Lender’s failure to comply with Section 5.04(b), except to the extent that such Foreign Lender was entitled at the time of the designation of the new lending office to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 5.04(a), and (iv) any withholding taxes imposed by FATCA (collectively, "TAXES"the “Excluded Taxes”)), and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are imposed and Credit Party shall be required to be withheld deduct or withhold any Taxes from or in respect of any amount payable by the Company hereunder under any Credit Document or under the Facility C Notesas a result of any judgment or award arising out of or related to any Credit Document, the Company shall be obligated to then (i) pay such additional amount the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Agent and each Lender, as the Lenders will receive a net case may be, receives an amount (after giving effect to the payment of such additional amount and to the deduction of all Taxes) equal to the amount due hereundersum it would have received had no such deductions been made, (ii) pay the Borrower shall make such Taxes to the appropriate taxing authority for the account of the Agent, for the benefit of the Lenders deductions and (iii) as promptly as possible thereafter, sending the Agent a certified copy of any original official receipt showing payment thereof, together with such additional documentary evidence as Borrower shall timely pay the Agent may from time to time reasonably require. If the Company fails to pay any Taxes when due full amount deducted to the appropriate taxing relevant governmental authority or fails to remit in accordance with applicable law. The Borrower will furnish to the Agent as soon as practicable after the required date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts or other required documentary evidenceevidence of such payment reasonably acceptable to the Agent. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the Company amount of any Taxes so levied or imposed and paid by such Lender; provided that, no Lender shall be obligated to indemnify indemnified for any Taxes hereunder unless such Lender shall make written demand on the Agent Borrower for reimbursement hereunder no later than 180 days after the earlier of (i) the date on which such Lender makes payment of such Taxes and each (ii) the date on which the relevant jurisdiction or any political subdivision or taxing authority thereof makes initial written demand upon such Lender for any incremental taxes, interest or penalties that may become payable by the Agent or such Lender as a result payment of such failure. The obligations of the Company under this Section 5.06(a) shall survive the repayment of the Facility C Loans and the termination of the Facility C CommitmentsTaxes.

Net Payments; Taxes. (a) All payments to be made by Holdings and each Borrower hereunder and or by each Borrower under the Facility C Notes and any other Loan Documents by the Company shall Note will be made without setoff, counterclaim or other defense. Subject to Except as provided in Section 5.06(b) hereof with respect to U.S. Taxes4.04(b), all such payments shall will be made free and clear of of, and without deduction for or on account ofwithholding for, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions assessments or withholdings, other charges of whatever nature now or hereafter imposed, levied, collected, withheld or assessed imposed by any governmental jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (other than taxes but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the Agent, any Lender net income or its Applicable Lending Office by net profits of a Bank pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the Agent or such Lender is organized or has its principal office or in which its Applicable Lending Office applicable lending office of such Bank is organized located or located or, in each case, any political subdivision or taxing authority thereof or therein) and all interest, penalties or similar liabilities with respect thereto (collectively, "TAXESTaxes"). If any Taxes are so levied or imposed, the relevant 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 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 relevant Borrower agrees to reimburse each Bank, upon the written request of such Bank, for taxes imposed and required on or measured by the net income of such Bank pursuant to be withheld from the laws of the jurisdiction or any amount 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 such amounts so paid to or on behalf of such Bank pursuant to the Company hereunder preceding sentence and in respect of any amounts paid to or under on behalf of such Bank pursuant to this sentence. Each Borrower will furnish to the Facility C Notes, Administrative Agent within 45 days after the Company shall be obligated to (i) pay such additional amount so that the Agent and the Lenders will receive a net amount (after giving effect to date of the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such additional amount and payment by such Borrower. Without duplication of amounts payable pursuant to the deduction foregoing provisions of all Taxes) equal this Section 4.04(a), each Borrower agrees to the amount due hereunderindemnify and hold harmless each Bank, (ii) pay and reimburse such Taxes to the appropriate taxing authority for the account of the AgentBank upon its written request, for the benefit of the Lenders and (iii) as promptly as possible thereafter, sending the Agent a certified copy amount of any original official receipt showing payment thereof, together with Taxes so levied or imposed and paid by such additional documentary evidence as the Agent may from time to time reasonably require. If the Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Agent the required receipts or other required documentary evidence, the Company shall be obligated to indemnify the Agent and each Lender for any incremental taxes, interest or penalties that may become payable by the Agent or such Lender as a result of such failure. The obligations of the Company under this Section 5.06(a) shall survive the repayment of the Facility C Loans and the termination of the Facility C CommitmentsBank.

Net Payments; Taxes. (a) All payments to be made by any Loan Party hereunder and or under the Facility C Notes and any other Loan Documents by the Company shall Document will be made without setoff, counterclaim or other defense, each of which is hereby waived. Subject to Section 5.06(b) hereof with respect to U.S. Taxes, all All such payments shall will be made free and clear of of, and without deduction for or on account ofwithholding for, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions assessments or withholdings, other charges of whatever nature now or hereafter imposed, levied, collected, withheld or assessed imposed by any governmental authority (other than taxes imposed on the Agent, any Lender jurisdiction or its Applicable Lending Office by the jurisdiction in which the Agent or such Lender is organized or has its principal office or in which its Applicable Lending Office is organized or located or, in each case, any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax (including, without limitation, franchise taxes) imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the United States of America, the jurisdiction in which it is organized or the jurisdiction in which the principal office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (collectivelyall such non-excluded taxes, "TAXES"levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the Company 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 Loan 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 Loan Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Company agrees to reimburse any Lender, upon the written request of such Lender, for taxes (including, without limitation, franchise taxes) imposed on or measured by the net income or net profits of the Lenders pursuant to the laws of the jurisdiction in which the Lender is organized or in which the principal office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office of such Lender is located and required for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender, in respect of such amounts so paid to be withheld or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of the Lender pursuant to this sentence. The Company will furnish to such Lender 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 Company. In addition, the Company agrees to pay any present or future stamp, recording or documentary taxes and any other excise or property taxes, charges or similar levies (not including income or franchise taxes) that arise under the laws of the United States of America, the State of New York or any other state or jurisdiction where any Property of the Loan Parties is located from any amount payable by the Company payment made hereunder or under any other Loan Document or from the Facility C Notesexecution, the delivery, filing, recordation or otherwise with respect to this Agreement or any other Loan Document (hereinafter referred to as “Other Taxes”). The Company shall be obligated agrees to (i) pay indemnify and hold harmless each Lender, and reimburse such additional amount so that the Agent and the Lenders will receive a net amount (after giving effect to the payment of such additional amount and to the deduction of all Taxes) equal to the amount due hereunder, (ii) pay such Taxes to the appropriate taxing authority for the account of the AgentLender upon its written request, for the benefit of the Lenders and (iii) as promptly as possible thereafter, sending the Agent a certified copy amount of any original official receipt showing payment thereof, together with Taxes or Other Taxes so levied or imposed and paid by such additional documentary evidence as the Agent may from time to time reasonably require. If the Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Agent the required receipts or other required documentary evidence, the Company shall be obligated to indemnify the Agent and each Lender for any incremental taxes, interest or penalties that may become payable by the Agent or such Lender as a result of such failure. The obligations of the Company under this Section 5.06(a) shall survive the repayment of the Facility C Loans and the termination of the Facility C CommitmentsLender.

Net Payments; Taxes. (a) All payments to be made by any Company Party hereunder and or under the Facility C Notes and any other Loan Documents by the Company shall Note will be made without setoff, counterclaim or other defense. Subject to Except as provided in Section 5.06(b2.10(b) hereof with respect to U.S. Taxesor Section 10.16(b), all such payments shall will be made free and clear of of, and without deduction for or on account ofwithholding for, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, Taxes now or hereafter imposed, levied, collected, withheld or assessed imposed by any governmental authority (other than taxes imposed on the Agent, any Lender jurisdiction or its Applicable Lending Office by the jurisdiction in which the Agent or such Lender is organized or has its principal office or in which its Applicable Lending Office is organized or located or, in each case, any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or net profits of a 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 such Lender is located or any subdivision thereof or therein) (collectively, "TAXES"all such non-excluded Taxes being referred to collectively as “Withholding Taxes”). If any Withholding Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Withholding Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or any other Transaction Document, after withholding or deduction for or on account of any Withholding Taxes, will not be less than the amount provided for herein or in such Transaction Document. If any amounts are payable in respect of Withholding Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed and required to be withheld from any amount payable on or measured by the Company hereunder net income or net profits of such Lender pursuant to the Laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the Facility C NotesLaws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender, in respect of such amounts so paid to or on behalf of such Lender pursuant to the Company shall be obligated preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The Borrower will furnish to the Administrative Agent within forty-five (i45) pay such additional amount so that days after the Agent and the Lenders will receive a net amount (after giving effect to date the payment of any Withholding Taxes is due pursuant to applicable Law certified copies of tax receipts evidencing such additional amount payment by the Borrower. The Borrower agrees to indemnify and to the deduction of all Taxes) equal to the amount due hereunderhold harmless each Lender, (ii) pay and reimburse such Taxes to the appropriate taxing authority for the account of the AgentLender upon its written request, for the benefit of the Lenders and (iii) as promptly as possible thereafter, sending the Agent a certified copy amount of any original official receipt showing payment thereof, together with Withholding Taxes so levied or imposed and paid by such additional documentary evidence as the Agent may from time to time reasonably require. If the Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Agent the required receipts or other required documentary evidence, the Company shall be obligated to indemnify the Agent and each Lender for any incremental taxes, interest or penalties that may become payable by the Agent or such Lender as a result of such failure. The obligations of the Company under this Section 5.06(a) shall survive the repayment of the Facility C Loans and the termination of the Facility C CommitmentsLender.

Net Payments; Taxes. (a) All payments to be made hereunder and under the Facility C Notes and any other Loan Documents by the Company shall be made without setoff, counterclaim or other defense. Subject to Section 5.06(b) hereof with respect to U.S. Taxes, all such payments shall be made free and clear of and without deduction for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any governmental authority (other than taxes imposed on the Agent, any Lender or its Applicable Lending Office by the jurisdiction in which the Agent or such Lender is organized or has its principal office or in which its Applicable Lending Office is organized or located or, in each case, any political subdivision or taxing authority thereof or therein) (collectively, "TAXES"). If any Taxes are imposed and required to be withheld from any amount payable by the Company hereunder or under the Facility C Notes, the Company shall be obligated to (i) pay such additional amount so that the Agent and the Lenders will receive a net amount (after giving effect to the payment of such additional amount and to the deduction of all Taxes) equal to the amount due hereunder, (ii) pay such Taxes to the appropriate taxing authority for the account of the Agent, for the benefit of the Lenders and (iii) as promptly as possible thereafter, sending the Agent a certified copy of any original official receipt showing payment thereof, together with such additional documentary evidence as the Agent may from time to time reasonably require. If the Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Agent the required receipts or other required documentary evidence, the Company shall be obligated to indemnify the Agent and each Lender for any incremental taxes, interest or penalties that may become payable by the Agent or such Lender as a result of such failure. The obligations of the Company under this Section 5.06(a) shall survive the repayment of the Facility C Loans and the termination of the Facility C Commitments.this

Net Payments; Taxes. (a) All payments to be made by any Credit Party hereunder and or under the Facility C Notes and any other Loan Documents by the Company shall Note will be made without setoff, counterclaim or other defense. Subject to Except as provided in Section 5.06(b) hereof with respect to U.S. Taxes4.04(b), 13.04, 13.14 or 13.15 and except as required by applicable law, all such payments shall will be made free and clear of of, and without deduction for or on account ofwithholding for, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, Taxes now or hereafter imposed, levied, collected, withheld or assessed imposed by any governmental authority (other than taxes imposed on the Agent, any Lender jurisdiction or its Applicable Lending Office by the jurisdiction in which the Agent or such Lender is organized or has its principal office or in which its Applicable Lending Office is organized or located or, in each case, any political subdivision or taxing authority thereof or thereintherein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any Excluded Taxes) (collectively, "TAXES"all such non-excluded Taxes being referred to collectively as “Withholding Taxes”). If any Withholding Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Withholding Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or any other Credit Document or under any Note, after withholding or deduction for or on account of any Withholding Taxes, will not be less than the amount provided for herein or in such Credit Document or in such Note. If any amounts are payable in respect of Withholding Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed and required to be withheld from any amount payable on or measured by the Company hereunder or under the Facility C Notes, the Company shall be obligated to net income (ihowever denominated) pay such additional amount so that the Agent and the Lenders will receive a net amount (after giving effect to the payment of such additional amount and to the deduction of all Taxes) equal to the amount due hereunder, (ii) pay such Taxes to the appropriate taxing authority for the account of the Agent, for the benefit of the Lenders and (iii) as promptly as possible thereafter, sending the Agent a certified copy of any original official receipt showing payment thereof, together with such additional documentary evidence as the Agent may from time to time reasonably require. If the Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Agent the required receipts or other required documentary evidence, the Company shall be obligated to indemnify the Agent and each Lender for any incremental taxes, interest or penalties that may become payable by the Agent or such applicable Lender as a result of such failureLender being organized under the laws of, or having its principal office or its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender, in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The obligations Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any [Different first page link-to-previous setting changed from off in original to on in modified]. [Link-to-previous setting changed from on in original to off in modified]. Withholding Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Company under this Section 5.06(a) Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Withholding Taxes so levied or imposed and paid by such Lender. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall survive the repayment of the Facility C Loans and the termination of the Facility C Commitmentsbe conclusive absent manifest error.

Net Payments; Taxes. (a) All payments to be made by any Credit Party hereunder and or under the Facility C Notes and any other Loan Documents by the Company shall Note will be made without setoff, counterclaim or other defense. Subject to Section 5.06(b) hereof with respect to U.S. TaxesExcept as provided in Sections 4.04(b), 13.04, 13.14 or 13.15, all such payments shall will be made free and clear of of, and without deduction for or on account ofwithholding for, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, Taxes now or hereafter imposed, levied, collected, withheld or assessed imposed by any governmental authority (other than taxes imposed on the Agent, any Lender jurisdiction or its Applicable Lending Office by the jurisdiction in which the Agent or such Lender is organized or has its principal office or in which its Applicable Lending Office is organized or located or, in each case, any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or net profits of a 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 such Lender is located or any subdivision thereof or therein) (collectively, all such non-excluded Taxes being referred to collectively as "TAXESWithholding Taxes"). If any Withholding Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Withholding Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or any other Credit Document or under any Note, after withholding or deduction for or on account of any Withholding Taxes, will not be less than the amount provided for herein or in such Credit Document or in such Note. If any amounts are payable in respect of Withholding Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed and required to be withheld from any amount payable on or measured by the Company hereunder net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the Facility C Noteslaws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender, in respect of such amounts so paid to or on behalf of such Lender pursuant to the Company shall be obligated preceding sentence and in respect of any amounts paid to (i) pay or on behalf of such additional amount so that Lender pursuant to this sentence. The Borrower will furnish to the Administrative Agent and within 45 days after the Lenders will receive a net amount (after giving effect to date the payment of any Withholding Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such additional amount payment by the Borrower. The Borrower agrees to indemnify and to the deduction of all Taxes) equal to the amount due hereunderhold harmless each Lender, (ii) pay and reimburse such Taxes to the appropriate taxing authority for the account of the AgentLender upon its written request, for the benefit of the Lenders and (iii) as promptly as possible thereafter, sending the Agent a certified copy amount of any original official receipt showing payment thereof, together with Withholding Taxes so levied or imposed and paid by such additional documentary evidence as the Agent may from time to time reasonably require. If the Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Agent the required receipts or other required documentary evidence, the Company shall be obligated to indemnify the Agent and each Lender for any incremental taxes, interest or penalties that may become payable by the Agent or such Lender as a result of such failure. The obligations of the Company under this Section 5.06(a) shall survive the repayment of the Facility C Loans and the termination of the Facility C CommitmentsLender.

Net Payments; Taxes. (ad) All payments to be made hereunder and under the Facility C Notes and any other Loan Documents by the Company shall Borrower hereunder, or by the Borrower under any Notes, will be made without setoff, counterclaim or other defense. Subject to Except as provided in Section 5.06(b) hereof with respect to U.S. Taxes2.17(b), all such payments shall will be made free and clear of of, and without deduction for or on account ofwithholding for, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions assessments or withholdings, other charges of whatever nature now or hereafter imposed, levied, collected, withheld or assessed imposed by any governmental authority (other than taxes imposed on the Agent, any Lender Governmental Authority or its Applicable Lending Office by the jurisdiction in which the Agent or such Lender is organized or has its principal office or in which its Applicable Lending Office is organized or located or, in each case, any political subdivision or taxing authority thereof or thereintherein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income of a Lender 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 Lender is located) and all interest, penalties or similar liabilities with respect thereto (collectively, "TAXESTaxes"). If any Taxes are imposed so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and required to such additional amounts as may be withheld from any amount payable by the Company necessary so that every payment of all amounts due hereunder or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the Facility C Notesamount provided for herein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the Company Borrower shall be obligated to (i) pay reimburse each Lender, upon the written request of such additional amount Lender, for taxes imposed on or measured by the net income of such Lender pursuant to the laws of the Governmental Authority or any political subdivision or taxing authority thereof or therein in which the principal office or applicable lending office of such Lender is located as such Lender shall determine are payable by such Lender in respect of such amounts so that paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The Borrower will furnish to the Agent and within 45 days after the Lenders will receive a net amount (after giving effect to date of the payment of any Taxes due pursuant to applicable law certified copies of tax receipts evidencing such additional amount payment by such Borrower. The Borrower agrees to indemnify and to the deduction of all Taxes) equal to the amount due hereunderhold harmless each Lender, (ii) pay and reimburse such Taxes to the appropriate taxing authority for the account of the AgentLender upon its written request, for the benefit of the Lenders and (iii) as promptly as possible thereafter, sending the Agent a certified copy amount of any original official receipt showing payment thereof, together with Taxes so levied or imposed and paid by such additional documentary evidence as the Agent may from time to time reasonably require. If the Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Agent the required receipts or other required documentary evidence, the Company shall be obligated to indemnify the Agent and each Lender for any incremental taxes, interest or penalties that may become payable by the Agent or such Lender as a result of such failure. The obligations of the Company under this Section 5.06(a) shall survive the repayment of the Facility C Loans and the termination of the Facility C CommitmentsLender.

Net Payments; Taxes. (a) All payments to be made by any Credit Party hereunder and or under the Facility C Notes and any other Loan Documents by the Company shall Credit Document will be made without setoff, counterclaim or other defense. Subject to Except as provided in Section 5.06(b) hereof with respect to U.S. Taxes5.04(b), all such payments shall will be made free and clear of of, and without deduction for or on account ofwithholding for, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions assessments or withholdings, other charges of whatever nature now or hereafter imposed, levied, collected, withheld or assessed imposed by any governmental authority (other than taxes imposed on the Agent, any Lender jurisdiction or its Applicable Lending Office by the jurisdiction in which the Agent or such Lender is organized or has its principal office or in which its Applicable Lending Office is organized or located or, in each case, any political subdivision or taxing authority thereof or thereintherein with respect to such payments (but excluding, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (i) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed (in lieu of net income taxes), by the jurisdiction (or any political subdivision or taxing authority thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (ii) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the principle office or applicable lending office of the Administrative Agent or the Lender, as the case may be, is located , and (iii) in the case of a Foreign Lender, any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender designates a new lending office or is attributable to such Foreign Lender’s failure to comply with Section 5.04(b), except to the extent that such Foreign Lender was entitled at the time of the designation of the new lending office to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 5.04(a) (collectively, "TAXES"the “Excluded Taxes”), and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are imposed and required to be withheld from any deducted or withheld, the Borrower agrees to pay the full amount payable by the Company hereunder of such Taxes, and such additional amounts as may be necessary so that every payment under this Agreement or under any Revolving Note, after withholding or deduction for or on account of any Taxes, will not be less than the Facility C Notesamount provided for herein or in such Revolving Note. The Borrower will furnish to the Administrative Agent as soon as practicable after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts or other evidence of such payment reasonably acceptable to the Administrative Agent. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the Company amount of any Taxes so levied or imposed and paid by such Lender; provided that, no Lender shall be obligated to indemnified for any Taxes hereunder unless such Lender shall make written demand on the Borrower for reimbursement hereunder no later than 180 days after the earlier of (i) pay the date on which such additional amount so that the Agent and the Lenders will receive a net amount (after giving effect to the Lender makes payment of such additional amount Taxes and to the deduction of all Taxes) equal to the amount due hereunder, (ii) pay such Taxes to the appropriate date on which the relevant jurisdiction or any political subdivision or taxing authority for the account of the Agent, for the benefit of the Lenders and (iii) as promptly as possible thereafter, sending the Agent a certified copy of any original official receipt showing payment thereof, together with thereof makes initial written demand upon such additional documentary evidence as the Agent may from time to time reasonably require. If the Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Agent the required receipts or other required documentary evidence, the Company shall be obligated to indemnify the Agent and each Lender for any incremental taxes, interest or penalties that may become payable by the Agent or such Lender as a result payment of such failure. The obligations of the Company under this Section 5.06(a) shall survive the repayment of the Facility C Loans and the termination of the Facility C CommitmentsTaxes.

Net Payments; Taxes. (a) All payments to be made by the Borrower hereunder and or under the Facility C Notes and any other Loan Documents by the Company shall Note will be made without setoff, counterclaim or other defense. Subject to Section 5.06(b) hereof with respect to U.S. Taxes, all All such payments shall will be made free and clear of of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, assessments and other charges of whatever nature now or hereafter imposed, levied, collected, withheld or assessed by any governmental authority (other than taxes imposed on the Agent, any Lender Governmental Authority or its Applicable Lending Office by the jurisdiction in which the Agent or such Lender is organized or has its principal office or in which its Applicable Lending Office is organized or located or, in each case, any political subdivision or taxing authority thereof or thereintherein with respect to such payments (but excluding, except as provided in the second succeeding sentence, in the case of the Agent net income or profits taxes and capital taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Agent by any Governmental Authority or any political subdivision or taxing authority thereof or therein in which the principal office of the Agent is located) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (collectivelyall such non-excluded taxes, levies, imposts, duties, charges and fees being hereinafter called "TAXESTaxes"). If any Taxes are imposed and shall be required by law to be deducted or withheld from or in respect of any amount sum payable hereunder or under any other Facility Document to the Lender or the Agent (i) the sum payable by the Company hereunder or Borrower shall be increased to the extent necessary so that after making all required deductions (including deductions applicable to additional sums payable under the Facility C Notesthis Section 2.12), the Company shall be obligated to (i) pay such additional amount so that Lender or the Agent and the Lenders will receive a net receives an amount (after giving effect to the payment of such additional amount and to the deduction of all Taxes) equal to the amount due hereundersum it would have received had no such deductions been made, (ii) pay the Borrower shall make such Taxes to the appropriate taxing authority for the account of the Agent, for the benefit of the Lenders deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse the Lender, upon the written request of the Lender, for net income or profits taxes or net profit taxes and capital taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Lender by any Governmental Authority or any political subdivision or taxing authority thereof or therein in which the principal office or applicable lending office of the Lender is located and for any withholding of taxes as promptly as possible thereafterthe Lender shall determine are payable by, sending or withheld from, the Agent a certified copy Lender, in respect of such amounts so paid to or on behalf of the Lender pursuant to the preceding sentence and in respect of any original official receipt showing payment thereof, together with such additional documentary evidence as amounts paid to or on behalf of the Agent may from time Lender pursuant to time reasonably requirethis sentence. If the Company fails to pay any Taxes when additional amounts are due to the appropriate taxing authority or fails to remit Liquidity Lenders under the Liquidity Agreement, such amounts shall be paid by the Borrower to the Agent the required receipts or other required documentary evidence, the Company shall be obligated to indemnify the Agent and each Lender for any incremental taxes, interest or penalties that may become payable by the Agent or such Lender as a result of such failure. The obligations of the Company under this Section 5.06(a) shall survive the repayment of the Facility C Loans and the termination of the Facility C CommitmentsLender.

Net Payments; Taxes. (a) All payments to be made by any Credit Party hereunder and or under the Facility C Notes and any other Loan Documents by the Company shall Credit Document will be made without setoff, counterclaim or other defense. Subject to Except as provided in Section 5.06(b) hereof with respect to U.S. Taxes5.04(b), all such payments shall will be made free and clear of of, and without deduction for or on account ofwithholding for, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions assessments or withholdings, other charges of whatever nature now or hereafter imposed, levied, collected, withheld or assessed imposed by any governmental authority (other than taxes imposed on the Agent, any Lender jurisdiction or its Applicable Lending Office by the jurisdiction in which the Agent or such Lender is organized or has its principal office or in which its Applicable Lending Office is organized or located or, in each case, any political subdivision or taxing authority thereof or thereintherein with respect to such payments (but excluding, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed (in lieu of net income taxes), by the jurisdiction (or any political subdivision or taxing authority thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the principle office or applicable lending office of the Administrative Agent or the Lender, as the case may be, is located , and (iii) in the case of a Foreign Lender, any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender designates a new lending office or is attributable to such Foreign Lender’s failure to comply with Section 5.04(b), except to the extent that such Foreign Lender was entitled at the time of the designation of the new lending office to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 5.04(a) (collectively, "TAXES"the “Excluded Taxes”), and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are imposed and required to be withheld from any deducted or withheld, the Borrower agrees to pay the full amount payable by the Company hereunder of such Taxes, and such additional amounts as may be necessary so that every payment under this Agreement or under any Revolving Note, after withholding or deduction for or on account of any Taxes, will not be less than the Facility C Notesamount provided for herein or in such Revolving Note. The Borrower will furnish to the Administrative Agent as soon as practicable after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts or other evidence of such payment reasonably acceptable to the Administrative Agent. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the Company amount of any Taxes so levied or imposed and paid by such Lender; provided that, no Lender shall be obligated to indemnified for any Taxes hereunder unless such Lender shall make written demand on the Borrower for reimbursement hereunder no later than 180 days after the earlier of (i) pay the date on which such additional amount so that the Agent and the Lenders will receive a net amount (after giving effect to the Lender makes payment of such additional amount Taxes and to the deduction of all Taxes) equal to the amount due hereunder, (ii) pay such Taxes to the appropriate date on which the relevant jurisdiction or any political subdivision or taxing authority for the account of the Agent, for the benefit of the Lenders and (iii) as promptly as possible thereafter, sending the Agent a certified copy of any original official receipt showing payment thereof, together with thereof makes initial written demand upon such additional documentary evidence as the Agent may from time to time reasonably require. If the Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Agent the required receipts or other required documentary evidence, the Company shall be obligated to indemnify the Agent and each Lender for any incremental taxes, interest or penalties that may become payable by the Agent or such Lender as a result payment of such failure. The obligations of the Company under this Section 5.06(a) shall survive the repayment of the Facility C Loans and the termination of the Facility C CommitmentsTaxes.

Net Payments; Taxes. (a) All payments to be made by any Credit Party hereunder and or under the Facility C Notes and any other Loan Documents by the Company shall Note will be made without setoff, counterclaim or other defense. Subject to Except as provided in Section 5.06(b) hereof with respect to U.S. Taxes4.04(b), 13.04, 13.14 or 13.15, all such payments shall will be made free and clear of of, and without deduction for or on account ofwithholding for, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, Taxes now or hereafter imposed, levied, collected, withheld or assessed imposed by any governmental authority (other than taxes imposed on the Agent, any Lender jurisdiction or its Applicable Lending Office by the jurisdiction in which the Agent or such Lender is organized or has its principal office or in which its Applicable Lending Office is organized or located or, in each case, any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or net profits of a 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 such Lender is located or any subdivision thereof or therein) (collectively, "TAXES"all such non-excluded Taxes being referred to collectively as “Withholding Taxes”). If any Withholding Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Withholding Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or any other Credit Document or under any Note, after withholding or deduction for or on account of any Withholding Taxes, will not be less than the amount provided for herein or in such Credit Document or in such Note. If any amounts are payable in respect of Withholding Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed and required to be withheld from any amount payable on or measured by the Company hereunder net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the Facility C Noteslaws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender, in respect of such amounts so paid to or on behalf of such Lender pursuant to the Company shall be obligated preceding sentence and in respect of any amounts paid to (i) pay or on behalf of such additional amount so that Lender pursuant to this sentence. The Borrower will furnish to the Administrative Agent and within 45 days after the Lenders will receive a net amount (after giving effect to date the payment of any Withholding Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such additional amount payment by the Borrower. The Borrower agrees to indemnify and to the deduction of all Taxes) equal to the amount due hereunderhold harmless each Lender, (ii) pay and reimburse such Taxes to the appropriate taxing authority for the account of the AgentLender upon its written request, for the benefit of the Lenders and (iii) as promptly as possible thereafter, sending the Agent a certified copy amount of any original official receipt showing payment thereof, together with Withholding Taxes so levied or imposed and paid by such additional documentary evidence as the Agent may from time to time reasonably require. If the Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Agent the required receipts or other required documentary evidence, the Company shall be obligated to indemnify the Agent and each Lender for any incremental taxes, interest or penalties that may become payable by the Agent or such Lender as a result of such failure. The obligations of the Company under this Section 5.06(a) shall survive the repayment of the Facility C Loans and the termination of the Facility C CommitmentsLender.

Net Payments; Taxes. (a) All payments made by any Credit Agreement Party hereunder (including, in the case of any Parent, any U.S. Borrower or any Domestic U.K. Borrower, in its capacity as a guarantor pursuant to be made hereunder and Section 14, 15 or 16, as the case may be) or under the Facility C Notes and any other Loan Documents by the Company shall Note will be made without setoff, counterclaim or other defense. Subject to Except as provided in Section 5.06(b) hereof with respect to U.S. Taxes4.04(b), all such payments shall will be made free and clear of of, and without deduction for or on account ofwithholding for, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions assessments or withholdings, other charges of whatever nature now or hereafter imposed, levied, collected, withheld or assessed imposed by any governmental authority (other than taxes imposed on the Agent, any Lender jurisdiction or its Applicable Lending Office by the jurisdiction in which the Agent or such Lender is organized or has its principal office or in which its Applicable Lending Office is organized or located or, in each case, any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or net profits of a Bank 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 such Bank is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (collectivelyall such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "TAXESTaxes"). If any Taxes are so levied or imposed, the respective Borrower agrees (and (x) if such Borrower is a U.S. Borrower, each other U.S. Borrower (y) and if such Borrower is a U.K. Borrower, each other U.K. Borrower, agrees jointly and severally) 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 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 respective Borrower agrees (and (x) if such Borrower is a U.S. Borrower, each other U.S. Borrower (y) and if such Borrower is a U.K. Borrower, each other U.K. Borrower, agrees jointly and severally) to reimburse each Bank, upon the written request of such Bank, for taxes imposed and required to be withheld from any amount payable on or measured by the Company hereunder net income or net profits of such Bank pursuant to the laws of the jurisdiction in which such bank is organized or in which the principal office or applicable lending office of such Bank is located or under the Facility C Noteslaws of any political subdivision or taxing authority of any such jurisdiction in which such bank is organized or in which the principal office or applicable lending office of such Bank is located and for any withholding of income or similar 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 Company shall be obligated preceding sentence and in respect of any amounts paid to (i) pay or on behalf of such additional amount so that Bank pursuant to this sentence. The respective Borrower will furnish to the Administrative Agent and within 45 days after the Lenders will receive a net amount (after giving effect to date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such additional amount payment by such Borrower. Each Borrower agrees to indemnify and to the deduction of all Taxes) equal to the amount due hereunderhold harmless each Bank, (ii) pay and reimburse such Taxes to the appropriate taxing authority for the account of the AgentBank upon its written request, for the benefit of the Lenders and (iii) as promptly as possible thereafter, sending the Agent a certified copy amount of any original official receipt showing payment thereof, together with Taxes so levied or imposed and paid by such additional documentary evidence as the Agent may from time to time reasonably require. If the Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Agent the required receipts or other required documentary evidence, the Company shall be obligated to indemnify the Agent and each Lender for any incremental taxes, interest or penalties that may become payable by the Agent or such Lender as a result of such failure. The obligations of the Company under this Section 5.06(a) shall survive the repayment of the Facility C Loans and the termination of the Facility C CommitmentsBank.

Net Payments; Taxes. (a) All payments to be made by any Credit Party hereunder and or under the Facility C Notes and any other Loan Documents by the Company shall Note will be made without setoff, counterclaim or other defense. Subject to Except as provided in Section 5.06(b) hereof with respect to U.S. Taxes4.04(b), 13.04, 13.14 or 13.15 and except as required by applicable law, all such payments shall will be made free and clear of of, and without deduction for or on account ofwithholding for, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, Taxes now or hereafter imposed, levied, collected, withheld or assessed imposed by any governmental authority (other than taxes imposed on the Agent, any Lender jurisdiction or its Applicable Lending Office by the jurisdiction in which the Agent or such Lender is organized or has its principal office or in which its Applicable Lending Office is organized or located or, in each case, any political subdivision or taxing authority thereof or thereintherein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any Excluded Taxes) (collectively, "TAXES"all such non-excluded Taxes being referred to collectively as “Withholding Taxes”). If any Withholding Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Withholding Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or any other Credit Document or under any Note, after withholding or deduction for or on account of any Withholding Taxes, will not be less than the amount provided for herein or in such Credit Document or in such Note. If any amounts are payable in respect of Withholding Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed and required to be withheld from any amount payable on or measured by the Company hereunder or under the Facility C Notes, the Company shall be obligated to net income (ihowever denominated) pay such additional amount so that the Agent and the Lenders will receive a net amount (after giving effect to the payment of such additional amount and to the deduction of all Taxes) equal to the amount due hereunder, (ii) pay such Taxes to the appropriate taxing authority for the account of the Agent, for the benefit of the Lenders and (iii) as promptly as possible thereafter, sending the Agent a certified copy of any original official receipt showing payment thereof, together with such additional documentary evidence as the Agent may from time to time reasonably require. If the Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Agent the required receipts or other required documentary evidence, the Company shall be obligated to indemnify the Agent and each Lender for any incremental taxes, interest or penalties that may become payable by the Agent or such applicable Lender as a result of such failureLender being organized under the laws of, or having its principal office or its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender, in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The obligations Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Withholding Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Company under this Section 5.06(a) shall survive Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the repayment amount of the Facility C Loans any Withholding Taxes so levied or imposed and the termination of the Facility C Commitmentspaid by such Lender.

Net Payments; Taxes. (a) All payments to be made hereunder and under the Facility C Notes and any other Loan Documents by the Company shall be made without setoff, counterclaim or other defense. Subject to Section 5.06(b) hereof with respect to U.S. Taxes, all such payments shall be made free and clear of and without deduction for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any governmental authority (other than taxes imposed on the Agent, any Lender or its Applicable Lending Office by the jurisdiction in which the Agent or such Lender is organized or has its principal office or in which its Applicable Lending Office is organized or located or, in each case, any political subdivision or taxing authority thereof or therein) (collectively, "TAXESTaxes"). If any Taxes are imposed and required to be withheld from any amount payable by the Company hereunder or under the Facility C Notes, the Company shall be obligated to (i) pay such additional amount so that the Agent and the Lenders will receive a net amount (after giving effect to the payment of such additional amount and to the deduction of all Taxes) equal to the amount due hereunder, (ii) pay such Taxes to the appropriate taxing authority for the account of the Agent, for the benefit of the Lenders and (iii) as promptly as possible thereafter, sending the Agent a certified copy of any original official receipt showing payment thereof, together with such additional documentary evidence as the Agent may from time to time reasonably require. If the Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Agent the required receipts or other required documentary evidence, the Company shall be obligated to indemnify the Agent and each Lender for any incremental taxes, interest or penalties that may become payable by the Agent or such Lender as a result of such failure. The obligations of the Company under this Section 5.06(a) shall survive the repayment of the Facility C Loans and the termination of the Facility C Commitments.

Net Payments; Taxes. (a) All payments to be made by any Credit Party hereunder and or under the Facility C Notes and any other Loan Documents by the Company shall Credit Document will be made without setoff, counterclaim or other defense. Subject to Except as provided in Section 5.06(b) hereof with respect to U.S. Taxes5.04(b), all such payments shall will be made free and clear of of, and without deduction for or on account ofwithholding for, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions assessments or withholdings, other charges of whatever nature now or hereafter imposed, levied, collected, withheld or assessed imposed by any governmental authority (other than taxes imposed on the Agent, any Lender jurisdiction or its Applicable Lending Office by the jurisdiction in which the Agent or such Lender is organized or has its principal office or in which its Applicable Lending Office is organized or located or, in each case, any political subdivision or taxing authority thereof or thereintherein with respect to such payments (but excluding, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (i) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed (in lieu of net income taxes), by the jurisdiction (or any political subdivision or taxing authority thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (ii) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the principle office or applicable lending office of the Administrative Agent or the Lender, as the case may be, is located , and (iii) in the case of a Foreign Lender, any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender designates a new lending office or is attributable to such Foreign Lender’s failure to comply with Section 5.04(b), except to the extent that such Foreign Lender was entitled at the time of the designation of the new lending office to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 5.04(a) (collectively, "TAXES"the “Excluded Taxes”), and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are imposed and required to be withheld from any deducted or withheld, the Borrower agrees to pay the full amount payable by the Company hereunder of such Taxes, and such additional amounts as may be necessary so that every payment under this Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the Facility C Notesamount provided for herein or in such Note. The Borrower will furnish to the Administrative Agent as soon as practicable after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts or other evidence of such payment reasonably acceptable to the Administrative Agent. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the Company amount of any Taxes so levied or imposed and paid by such Lender; provided that, no Lender shall be obligated to indemnified for any Taxes hereunder unless such Lender shall make written demand on the Borrower for reimbursement hereunder no later than 180 days after the earlier of (i) pay the date on which such additional amount so that the Agent and the Lenders will receive a net amount (after giving effect to the Lender makes payment of such additional amount Taxes and to the deduction of all Taxes) equal to the amount due hereunder, (ii) pay such Taxes to the appropriate date on which the relevant jurisdiction or any political subdivision or taxing authority for the account of the Agent, for the benefit of the Lenders and (iii) as promptly as possible thereafter, sending the Agent a certified copy of any original official receipt showing payment thereof, together with thereof makes initial written demand upon such additional documentary evidence as the Agent may from time to time reasonably require. If the Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Agent the required receipts or other required documentary evidence, the Company shall be obligated to indemnify the Agent and each Lender for any incremental taxes, interest or penalties that may become payable by the Agent or such Lender as a result payment of such failure. The obligations of the Company under this Section 5.06(a) shall survive the repayment of the Facility C Loans and the termination of the Facility C CommitmentsTaxes.

Net Payments; Taxes. (a) All payments to be made by Holdings and each Borrower hereunder and or by each Borrower under the Facility C Notes and any other Loan Documents by the Company shall Note will be made without setoff, counterclaim or other defense. Subject to Except as provided in Section 5.06(b) hereof with respect to U.S. Taxes4.04(b), all such payments shall will be made free and clear of of, and without deduction for or on account ofwithholding for, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions assessments or withholdings, other charges of whatever nature now or hereafter imposed, levied, collected, withheld or assessed imposed by any governmental jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (other than taxes but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the Agent, any Lender net income or its Applicable Lending Office by net profits of a Bank pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the Agent or such Lender is organized or has its principal office or in which its Applicable Lending Office applicable lending office of such Bank is organized located or located or, in each case, any political subdivision or taxing authority thereof or therein) and all interest, penalties or similar liabilities with respect thereto (collectively, "TAXESTaxes"). If any Taxes are so levied or imposed, such 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 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, such Borrower agrees to reimburse each Bank, upon the written request of such Bank, for taxes imposed and required to be withheld from any amount payable on or measured by the Company hereunder net income or under net profit of such Bank pursuant to the Facility C Noteslaws of the jurisdiction or any political subdivision or taxing authority thereof or therein in which such Bank is organized or in which the principal office or applicable lending office of such Bank is located 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 Company shall be obligated preceding sentence and in respect of any amounts paid to (i) pay or on behalf of such additional amount so that Bank pursuant to this sentence. Such Borrower will furnish to the Administrative Agent and within 45 days after the Lenders will receive a net amount (after giving effect to date of the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such additional amount and payment by such Borrower. Without duplication of amounts payable pursuant to the deduction foregoing provisions of all Taxes) equal this Section 4.04(a), such Borrower agrees to the amount due hereunderindemnify and hold harmless each Bank, (ii) pay and reimburse such Taxes to the appropriate taxing authority for the account of the AgentBank upon its written request, for the benefit of the Lenders and (iii) as promptly as possible thereafter, sending the Agent a certified copy amount of any original official receipt showing payment thereof, together with Taxes so levied or imposed and paid by such additional documentary evidence as the Agent may from time to time reasonably require. If the Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Agent the required receipts or other required documentary evidence, the Company shall be obligated to indemnify the Agent and each Lender for any incremental taxes, interest or penalties that may become payable by the Agent or such Lender as a result of such failure. The obligations of the Company under this Section 5.06(a) shall survive the repayment of the Facility C Loans and the termination of the Facility C CommitmentsBank.

Net Payments; Taxes. (a) All payments to be made hereunder and under the Facility C Notes and any other Loan Documents by the Company shall be made without setoff, counterclaim or other defense. Subject to Section 5.06(b) hereof with respect to U.S. Taxes, all such payments shall be made free and clear of and without deduction for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any governmental authority (other than taxes imposed on the Agent, any Lender or its Applicable Lending Office by the jurisdiction in which the Agent or such Lender is organized or has its principal office or in which its Applicable Lending Office is organized or located or, in each case, any political subdivision or taxing authority thereof or therein) (collectively, "TAXESTaxes"). If any Taxes are imposed and required to be withheld from any amount payable by the Company hereunder or under the Facility C Notes, the Company shall be obligated to (i) pay such additional amount so that the Agent and the Lenders will receive a net amount (after giving effect to the payment of such additional amount and to the deduction of all Taxes) equal to the amount due hereunder, (ii) pay such Taxes to the appropriate taxing authority for the account of the Agent, for the benefit of the Lenders and (iii) as promptly as Credit Agreement 39 45 possible thereafter, sending the Agent a certified copy of any original official receipt showing payment thereof, together with such additional documentary evidence as the Agent may from time to time reasonably require. If the Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Agent the required receipts or other required documentary evidence, the Company shall be obligated to indemnify the Agent and each Lender for any incremental taxes, interest or penalties that may become payable by the Agent or such Lender as a result of such failure. The obligations of the Company under this Section 5.06(a) shall survive the repayment of the Facility C Loans and the termination of the Facility C Commitments.

Net Payments; Taxes. (a) All payments to be made hereunder and under the Facility C Notes and any other Loan Documents by the Company shall Parent, Holdings and the Borrower hereunder or by the Borrower under any Note will be made without setoff, counterclaim or other defense. Subject to Except as provided in Section 5.06(b) hereof with respect to U.S. Taxes4.04(b), all such payments shall will be made free and clear of of, and without deduction for or on account ofwithholding for, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions assessments or withholdings, other charges of whatever nature now or hereafter imposed, levied, collected, withheld or assessed imposed by any governmental jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (other than taxes but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the Agent, any net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or its Applicable Lending Office by the jurisdiction in which the Agent principal office or applicable lending office of such Lender is organized located or has its principal office or in which its Applicable Lending Office is organized or located or, in each case, any political subdivision or taxing authority thereof or therein) and all interest, penalties or similar liabilities with respect thereto (collectively, "TAXESTaxes"). 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 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 Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed and required to be withheld from any amount payable on or measured by the Company hereunder net income or under net profit of such Lender pursuant to the Facility C Noteslaws of the jurisdiction or any political subdivision or taxing authority thereof or therein in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the Company shall be obligated preceding sentence and in respect of any amounts paid to (i) pay or on behalf of such additional amount so that Lender pursuant to this sentence. The Borrower will furnish to the Administrative Agent and within 45 days after the Lenders will receive a net amount (after giving effect to date of the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such additional amount and payment by the Borrower. Without duplication of amounts payable pursuant to the deduction foregoing provisions of all Taxes) equal this Section 4.04(a), the Borrower agrees to the amount due hereunderindemnify and hold harmless each Lender, (ii) pay and reimburse such Taxes to the appropriate taxing authority for the account of the AgentLender upon its written request, for the benefit of the Lenders and (iii) as promptly as possible thereafter, sending the Agent a certified copy amount of any original official receipt showing payment thereof, together with Taxes so levied or imposed and paid by such additional documentary evidence as the Agent may from time to time reasonably require. If the Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Agent the required receipts or other required documentary evidence, the Company shall be obligated to indemnify the Agent and each Lender for any incremental taxes, interest or penalties that may become payable by the Agent or such Lender as a result of such failure. The obligations of the Company under this Section 5.06(a) shall survive the repayment of the Facility C Loans and the termination of the Facility C CommitmentsLender.