Common use of Net Payments Clause in Contracts

Net Payments. (a) All payments made by the Borrower hereunder and under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division 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 (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the 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 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 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 within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes.

Net Payments. (a) All payments made by the Borrower hereunder and hereunder, under any Note or any other Credit Document, will be made without setoff, counterclaim or other defense. Except as provided for in Section 5.04(b4.5(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, excluding any tax imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in under which it such Lender is organized or the jurisdiction in which the principal office or applicable lending office 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, levies imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, fees assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, Taxes and such additional amounts as may be necessary so that every payment by it of all amounts due hereunder, under this Agreement any Note or under any Noteother Credit Document, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such NoteNote or in such other Credit Document. If any amounts are payable in respect of Taxes pursuant Subject to the preceding sentenceSection 2.6(d), the Borrower agrees to reimburse each Lender, upon the written request of such 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 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 within 45 days after the date the payment of any Taxes (or any withholding or deduction on account thereof) is due pursuant to applicable law made, certified copies of tax receipts receipts, or other evidence satisfactory to the Lender, evidencing such payment by the Borrower. The Borrower agrees to will indemnify and hold harmless the Administrative Agent and each Lender, and reimburse the Administrative Agent or such Lender upon its written request, for the amount of any Taxes so levied against, imposed on, or imposed and paid by such Lenderthe Administrative Agent or any Lender within 30 days of any written request therefor. (b) Each Lender that is not a incorporated under the laws of the United States person of America or any State thereof (as such term is defined in Section 7701(a)(30each a “Non-U.S. Lender”) of the Code) for U.S. Federal income tax purposes agrees to deliver provide to the Borrower and the Administrative Agent on or prior to the Effective Date orClosing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) 11.4 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfertransfer and such Lender is in compliance with the provisions of this Section 4.5(b)), on the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent: (i) two an accurate and complete original signed copies copy of Internal Revenue Service Form W-8ECI W-8BEN, W-8ECI, W-8EXP or Form W-8BEN (with respect to a complete exemption under an income tax treaty) W-8IMY (or successor formssuccessor, substitute or other appropriate form and, in the case of Form W-8IMY, any related documentation necessary to establish the claimed exemption) certifying to such Lender’s entitlement as of such date to a complete exemption from United States U.S. withholding tax with respect to payments to be made under this Agreement Agreement, any Note or any other Credit Document, and under any Note, or (ii) if in the case of a Lender is not a “bank” within seeking to qualify for the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) aboveportfolio interest exemption, (x) a certificate substantially in form and substance acceptable to the form of Exhibit D Administrative Agent (any such certificate, a an “Section 5.04(b)(ii) Exemption Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of to such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Noteexemption. In addition, each Lender agrees that from time to time after the Effective Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender it will deliver to the Borrower and the Administrative Agent two a new accurate and complete original signed copies copy of the applicable Internal Revenue Service Form W-8ECIForm, Form W-8BEN (with respect to the benefits of including any income tax treaty), related documentation or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii) Exemption Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States U.S. withholding tax with respect to payments under this Agreement and Agreement, any Note, Note or such Lender shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b)other Credit Document. Notwithstanding anything to the contrary contained in Section 5.04(a4.5(a), but subject to Section 13.04(b11.4(c) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes Taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees fees or other amounts payable hereunder for the account of any Non-U.S. Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms such forms or such Exemption Certificate and related documentation that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a4.5(a) to gross-up payments to be made to a Lender in respect of income or similar taxes Taxes imposed by the United States if or any additional amounts with respect thereto (I) to the extent such Lender has not provided Taxes result from a Lender’s failure to provide the Borrower the Internal Revenue Service Forms forms required to be provided to the Borrower pursuant to this Section 5.04(b4.5(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxesTaxes at the time the Lender first became a Lender under this Agreement. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), the The Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a4.5(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts Taxes deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Closing Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such income or similar Taxes. (c) The Borrower will indemnify and hold harmless the Administrative Agent and each Lender, and reimburse each upon its written request within 30 days thereof, for the amount of any documentary, excise, stamp, property or other similar taxes, duties, fees, assessments or other charges imposed with respect to the execution, delivery, filing or enforcement of any Credit Document. (d) If any Lender, in its sole opinion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes paid as to which indemnification has been paid by the Borrower pursuant to this Section, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses; provided, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender if such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund. (e) If the Borrower is required to pay additional amounts to the Administrative Agent or any Lender pursuant to this Section 4.5, then the Administrative Agent or such Lender shall use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its office, branch, subsidiary or affiliate, or take other appropriate action, so as to eliminate any additional payment by the Borrower that may thereafter accrue, if such change or other action, in the judgment of the Administrative Agent or such Lender, as the case may be, is not otherwise disadvantageous to the Administrative Agent or such Lender.

Net Payments. (a) All payments made by the Borrower hereunder and or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b), all All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division subdivision or taxing authority thereof or therein with respect to such payments payment (but excluding, except as provided in the second succeeding sentence, excluding any tax imposed on or measured by the net income or net profits gross income or gross receipts of a Lender any Bank (other than withholding taxes or taxes in lieu of withholding taxes) pursuant to the laws of the jurisdiction in which it is organized (or the jurisdiction any political subdivision or taxing authority thereof or therein) in which the principal office or applicable lending office of such Lender Bank is located or any subdivision thereof in which such Bank is organized or thereinin which such Bank is doing business through a branch or office from which such jurisdiction treats a Loan as having been made) and all interest, penalties or similar liabilities with respect to such non-excluded taxesthereto (collectively, 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 so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, Taxes and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement hereunder 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 The Borrower agrees to shall also reimburse each LenderBank, upon its written request, which request shall show the written request basis for calculation of such Lenderreimbursement, for taxes imposed on or measured by the net income or net profits of such Lender Bank 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 thereof or therein) in which its principal office or lending office is located or in which such Lender Bank is organized or in which the principal such Bank is doing business through a branch or office or applicable lending office of from which such Lender is located and for any withholding of taxes jurisdiction treats a Loan as such Lender having been made as it shall determine are payable by, or withheld from, such Lender, by it 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 Bank pursuant to this the preceding sentence. The Borrower will furnish to the Administrative Agent applicable Bank within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of any tax receipts available to the Borrower evidencing such payment by the Borrower. The Borrower agrees to will indemnify and hold harmless each LenderBank, and reimburse such Lender each Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such LenderBank. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes.

Net Payments. (a) All payments made by the Borrower Borrowers hereunder and under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b3.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax taxes imposed on or measured by the net income or net profits of a Lender 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 Lender Bank is located or any subdivision thereof or therein) and all , or any interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the each Borrower agrees to pay the full amount of such TaxesTaxes levied in respect of the payments of such Borrower, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this Agreement or under any NoteAgreement, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Noteherein. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to reimburse each LenderBank, upon the written request of such LenderBank, for taxes imposed on or measured by the net income or net profits of such Lender Bank pursuant to the laws of the jurisdiction in which such Lender Bank is organized or in which the principal office or applicable lending office of such Lender Bank 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 Bank shall determine are payable by, or withheld from, such Lender, Bank in respect of such amounts so paid to or on behalf of such Lender Bank pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender Bank pursuant to this sentence. The Each Borrower will furnish to the Administrative Agent Agent, within 45 days after the date the payment of any Taxes is due pursuant to applicable law law, certified copies of tax receipts evidencing such payment by the such Borrower. The Each Borrower agrees to indemnify and hold harmless each LenderBank, and reimburse such Lender each Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such LenderBank in respect of payments made, or required to be made, by such Borrower. (b) Each Lender Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower Borrowers and the Administrative Agent Agent, on or prior to the Effective Date orDate, or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.12 or 13.04(b) 12.04 (unless the respective Lender Bank was already a Lender Bank hereunder immediately prior to such assignment or transfer), on upon the date of such assignment or transfer to such Lender, Bank (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s Bank's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender Bank is not a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D F (any such certificate, a “"Section 5.04(b)(ii3.04(b)(ii) Certificate”") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or exemption)(or successor form) certifying to such Lender’s Bank's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any NoteAgreement. In addition, each Lender Bank agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender it will deliver to the Borrower Borrowers and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii3.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender Bank to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any NoteAgreement, or such Lender it shall immediately notify the Borrower Borrowers and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender Bank shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b3.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a3.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower Borrowers shall be entitled, to the extent it is they are required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees fees or other amounts payable hereunder for the account of any Lender Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender Bank has not provided to the such Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the such Borrower shall not be obligated pursuant to Section 5.04(a3.04(a) hereof to gross-up payments to be made to a Lender Bank in respect of income or similar taxes imposed by the United States if (I) such Lender Bank has not provided to the such Borrower the Internal Revenue Service Forms required to be provided to the such Borrower pursuant to this Section 5.04(b3.04(b) or (II) in the case of a payment, other than interest, to a Lender Bank described in clause (ii) above, to the extent that such forms Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 3.04 and except as set forth in Section 13.04(b12.04(b), the each Borrower agrees to pay any additional amounts and to indemnify each Lender Bank in the manner set forth in Section 5.04(a3.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such income or similar Taxes. (c) Except to the extent that the Borrowers make payments pursuant to subsections (a) or (b) of this Section 3.04, the Borrowers will indemnify each Bank and the Administrative Agent against, and reimburse each upon demand for, the full amount of Taxes (including, without limitation, any Taxes imposed by any jurisdiction on amounts payable under this Section 3.04) incurred or paid by such Bank or the Administrative Agent (as the case may be) or any of their respective affiliates and any liability (including penalties, interest and expenses) arising therefrom and or with respect thereto, whether or not such Taxes were correctly or legally asserted. Each Bank agrees, within a reasonable time after receiving a written request from the Borrowers, to provide the Borrowers and the Administrative Agent with such certificates as are reasonably required, and to take such other actions as are reasonably necessary, to claim such exemptions as such Bank may be entitled to claim in respect of all or a portion of any Taxes which are otherwise required to be paid or deducted or withheld pursuant to this Section 3.04 in respect of any payments under this Agreement. If the Borrowers are compelled to make the additional payments required by subsections (a) and (b) of this Section 3.04, or this subsection (c), the Borrowers may be entitled to remove the Bank with respect to which such payment is made in accordance with Section 1.12. (d) Each Bank agrees that, upon the occurrence of any event giving rise to the operation of Section 3.04 with respect to such Bank, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Bank) to designate another lending office for any Loans affected by such event, PROVIDED that such designation is made on such terms that such Bank and its lending office suffer no material economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of Section 3.04. Nothing in this Section 3.04(d) shall affect or postpone any of the obligations of the Borrowers or the right of any Bank provided in Section 3.04. If such additional amounts cannot be eliminated by such actions, the Borrowers may have the right to replace the affected Bank hereunder in accordance with Section 1.12.

Net Payments. (a) All payments made by the Borrower hereunder and under this Agreement and/or under any Note will Credit Document shall be made without setoff, setoff or counterclaim or other defense. Except and in such amounts as provided may be necessary in Section 5.04(b), order that all such payments will be made free and clear of, and without (after deduction or withholding for, for or on account of any present or future taxes, levies, imposts, duties, fees, assessments duties or other charges of whatever whatsoever nature now or hereafter imposed by any jurisdiction or by any political sub-division or taxing authority thereof or therein with respect to such payments (but excludingGovernmental Authority, except as provided in the second succeeding sentence, other than any tax imposed on or measured by the net income or net profits of a Lender Bank pursuant to the income tax laws of the jurisdiction in which it is organized jurisdictions where such Bank's principal or the jurisdiction in which the principal office or applicable lending office of such Lender is located (collectively, "Taxes")) shall not be less than the amounts otherwise specified to be paid under this Agreement and/or under any Credit Document. If the Borrower is required by law to make any deduction or withholding on account of Taxes from any subdivision thereof payment due hereunder or thereinunder the Notes, then (a) the Borrower shall timely remit such Taxes to the Governmental Authority imposing the same and all interest, penalties (b) the amount payable hereunder or similar liabilities with respect under the Notes will be increased to such non-excluded taxesamount which, levies, imposts, duties, fees, assessments or other charges (all after deduction from such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the Borrower agrees to pay the full increased amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement required to be deducted or under any Note, after withholding or deduction for or on account of any Taxeswithheld therefrom, will not be less than the amount provided for herein or in such Noteotherwise due and payable. If any amounts are payable in respect of Taxes pursuant Without prejudice to the preceding sentenceforegoing, if any Bank or the Agent is required to make any payment on account of Taxes, the Borrower agrees to will, upon notification by the Bank or the Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Borrower shall also reimburse each LenderBank, upon the written request of such LenderBank, for taxes imposed on or measured by the net income or net profits of such Lender Bank 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 Bank 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 Bank shall determine are payable by, or withheld from, by such Lender, Bank in respect of such amounts so Taxes 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 Bank pursuant to this sentenceSection 3.04. The Borrower will furnish For purposes of this Section, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant additional amounts payable to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender. (b) Each Lender that is not a United States person (as such term is defined in Bank under this Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver 3.04 submitted to the Borrower by such Bank shall, absent manifest error, be final, conclusive and the Administrative Agent on or prior to the Effective Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with binding for all purposes upon all parties hereto. With respect to a complete exemption under an income tax treaty) (each deduction or successor forms) certifying to such Lender’s entitlement as withholding for or on account of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any NoteTaxes, or (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender will deliver to the Borrower shall promptly furnish to each Bank such certificates, receipts and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii) Certificate, as the case may be, and such other forms documents as may be required (in order to confirm or establish the entitlement judgment of such Lender Bank) to a continued exemption from or reduction in United States withholding establish any tax with respect credit to payments under this Agreement and any Note, or which such Lender shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall Bank may be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes.

Net Payments. (a) All payments made by the Borrower hereunder and or under any Lender Note will or Loan shall be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b3.6(b), all such payments will shall be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division 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 and any franchise tax imposed on or in lieu of taxes on net income of a Lender or the Administrative Agent pursuant to the laws of the jurisdiction in which it such Lender or the Administrative Agent, as the case may be (each a "Lending Party"), is organized or managed and controlled or the jurisdiction in which the principal office or applicable lending office of such Lender Lending Party is located located, managed or controlled or any subdivision or taxing authority 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 thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and such additional amounts amounts, if any, as may be necessary so that every payment of all amounts due under this Agreement or under any NoteLender Note or Loan, after withholding or deduction for or on account of any Taxes, will shall not be less than the amount provided for herein or in such NoteLender Note or Loan. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each LenderLending Party, upon the written request of such Lender, for taxes imposed on or measured by the net income or net profits of and any franchise tax imposed on or in lieu of taxes on net income of such Lender pursuant to the laws of the jurisdiction in which such Lender it is organized or managed and controlled or the jurisdiction 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 it is organized or the jurisdiction in which the principal office is organized or managed and controlled or the jurisdiction in which the principal office or applicable lending office of such Lender is located located, managed or controlled, and for any withholding of taxes as such Lender Lending Party 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 Lending Party pursuant to this sentence. The Borrower will shall furnish to the Administrative Agent within 45 thirty (30) days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each LenderLending Party, and reimburse such Lender Lending Party upon its written request, for the amount of any Taxes so levied or imposed and paid by such LenderLending Party. Such indemnification shall be made within thirty (30) days after the date any Lender makes written demand therefor. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent (A) on or prior to the Effective Date orClosing Date, or (B) in the case of such a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 Sections 3.4.7 or 13.04(b) 9.4 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI W-8 ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) W-8 BEN (or successor forms) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any NoteLender Note or Loan, or (ii) if the Lender is not a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI W-8 ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) W-8 BEN pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D E (any such certificate, a “Section 5.04(b)(ii) "Tax Certificate”") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) W-8 BEN (or successor form) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any NoteLender Note or Loan. In addition, each Lender agrees that from time to time after the Effective Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender will it shall deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN W-8 ECI or W-8 BEN (with respect to the benefits of any income tax treatyor successor forms), or Form W-8BEN W-8 BEN (with respect to the portfolio interest exemptionor successor form) and a Section 5.04(b)(ii) Tax Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any NoteLender Note or Loan, or such Lender it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form form or Tax Certificate, in which case such Lender shall not be required obliged to deliver any such Form form or Certificate pursuant to this Section 5.04(b)Tax Certificate. Notwithstanding anything to the contrary contained in Section 5.04(a3.6(a), but subject to Section 13.04(b9.4(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Codeabove) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a3.6(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender is not a United States person (as defined above) and has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(b3.6(b) or (II) in the case of a payment, payment (other than interest, interest if and only if such Lender complies with clauses (ii)(x) and (y) above) to a Lender described in clause (ii) above, to the extent that such forms Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 3.6 and except as set forth in Section 13.04(b)9.4, the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a3.6(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Closing Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes; provided, such Lender shall provide to the Borrower and the Administrative Agent, upon the request of the Borrower, any reasonably available applicable IRS tax form (reasonably similar in its simplicity and degree of detail to IRS Form W-8 ECI or W-8 BEN or a Tax Certificate) necessary or appropriate for the exemption or reduction in the rate of such U.S. Federal withholding tax. (c) If the Borrower pays any additional amount under this Section 3.6 to a Lender and such Lender determines in its sole discretion that it has actually received any refund in respect of such additional amount paid by the Borrower, such Lender shall repay such refund to the Borrower, net of all out-of-pocket expenses of such Lender and without interest (except to the extent such refund includes interest); provided that, the Borrower, upon the request of such Lender, agrees to return such refund (plus penalties, interest or other charges) to such Lender in the event such Lender is required to repay such refund. Whether or not a Lender claims any refund or credit or files any amended tax return shall be in the sole discretion of such Lender. Nothing in this Section 3.6 shall require a Lender to (i) disclose or detail the basis of its calculation of the amount of any tax benefit or refund to the Borrower or any other party or (ii) disclose such Lender's tax returns.

Net Payments. (a) All payments made to the Banks by the Borrower hereunder and Borrowers hereunder, under the Notes or under any Note other Loan Document will be made without setoffset off, counterclaim or other defense. Except as provided in Section 5.04(b), all All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, excluding any tax imposed on or measured by the gross or net income or net profits of a Lender Bank (including all interest, penalties or similar liabilities related thereto) pursuant to the laws of the jurisdiction in which it is organized United States of America or any political subdivision thereof, or taxing authority of the jurisdiction United States of America or any political subdivision thereof, in which the principal office or applicable lending office of such Lender a Bank is located or any subdivision thereof or therein) located), and all interest, penalties or similar liabilities with respect thereto (collectively, together with any amounts payable pursuant to such non-excluded taxesthe next sentence, 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 so levied or imposed, the Borrower agrees Borrowers agree to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder, under this Agreement each Note or under any Noteother 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 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 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 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 Borrowers will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law each Bank upon request certified copies of tax receipts evidencing such payment by the BorrowerBorrowers. The Borrower agrees to Borrowers will indemnify and hold harmless each LenderBank, and reimburse such Lender each Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxeseach Bank.

Net Payments. (a) All Except as provided for in Section 5.3(b), all payments made by the Borrower hereunder and hereunder, under any Note will be or any other Credit Document, including all payments made without setoffby the Borrower pursuant to its guaranty obligations under Article XII, counterclaim or other defense. Except as provided in Section 5.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentencethis Section 5.3(a), any tax imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in under which it such Lender is organized or the jurisdiction in which the principal office or applicable lending office Applicable Lending Office of such Lender Lender, as applicable, is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, 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 so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, Taxes and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 5.3) as may be necessary so that every payment by it of all amounts due hereunder, under this Agreement any Note or under any Noteother Credit Document, after withholding or deduction for or on account of any Taxes, Taxes will not be less than the amount provided for herein or in such NoteNote or in such other Credit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentencethis Section 5.3(a), the Borrower agrees to reimburse each Lender, upon the written request of such 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 Applicable Lending Office of such Lender is located located, as the case may be, 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 therein, and for any withholding of income or similar taxes as such Lender shall determine are payable by, or withheld from, such Lender, 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, which request shall be accompanied by a statement from such Lender setting forth, in reasonable detail, the computations used in determining such amounts. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts receipts, or other evidence satisfactory to the respective Lender, evidencing such payment by the Borrower. The Borrower agrees to will indemnify and hold harmless the Administrative Agent and each Lender, and reimburse the Administrative Agent or such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid or withheld by such Lender. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to deliver provide to the Borrower and the Administrative Agent on or prior to the Effective Date orClosing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) 13.5 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfertransfer and such Lender is in compliance with the provisions of this Section), on the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent: (i) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, in the case of Form W-8ECI or Form W-8IMY, complete with accompanying Forms W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor formsbeneficial owners of the payment) certifying to such Lender’s entitlement as of such date to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement and under Agreement, any NoteNote or any other Credit Document, or (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either the appropriate Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect Forms referred to a complete exemption under an income tax treaty) (or any successor forms) pursuant to in clause (i) above, (x) a certificate substantially in form and substance satisfactory to the form of Exhibit D Administrative Agent (any such certificate, a an “Section 5.04(b)(ii) Exemption Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) other appropriate documentation certifying to such Lender’s entitlement as of such date to a complete exemption from from, or reduced rate of withholding from, United States withholding tax with respect to payments of interest to be made under this Agreement and under Agreement, any NoteNote or any other Credit Document. In addition, each Lender agrees that from time to time after the Effective Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty)Form, or Form W-8BEN (with respect to the portfolio interest exemption) an Exemption Certificate and a Section 5.04(b)(ii) Certificaterelated documentation, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and Agreement, any NoteNote or any other Credit Document, or such Lender it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or CertificateExemption Certificate and related documentation, in which case such Lender shall not be required to deliver any such Form or Exemption Certificate and related documentation pursuant to this Section 5.04(b5.3(b). Notwithstanding anything to the contrary contained in Section 5.04(a5.3(a), but subject to Section 13.04(b13.5(c) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or other similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees fees or other amounts payable hereunder for the account of any Lender which that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal United States federal income tax purposes and that has not provided to the extent Borrower such Forms or such Exemption Certificate and related documentation that establish a complete exemption from or reduction in the rate of such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.3(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States or any additional amounts with respect thereto (i) if such Lender has not provided to the Borrower U.S. the Internal Revenue Service Forms forms required to be provided to the Borrower pursuant to this Section 5.3(b) or (ii) in the case of a payment other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in Section 5.3(a), but subject to Section 13.5(c) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or other similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for United States federal income tax purposes and that has not provided to the Borrower such forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a5.3(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States or any additional amounts with respect thereto (i) if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms forms required to be provided to the Borrower pursuant to this Section 5.04(b5.3(b) or (IIii) in the case of a payment, payment other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 5.3 and except as set forth specifically provided for in Section 13.04(b13.5(c), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a5.3(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts Taxes deducted or withheld by it as described in the immediately preceding previous sentence as a result of any changes that are effective after the Effective Closing Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such income or similar Taxes. (c) If any Lender, in its sole opinion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 5.3, it shall promptly remit such refund (including any interest received in respect thereof), net of all actual out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.

Net Payments. (a) All payments made by the each Borrower hereunder and or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b3.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (or by any political sub-division subdivision or taxing authority thereof or therein therein) with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax levy, impost, duty, fee, assessment or other governmental charge imposed on or measured by the net income or net profits of a Lender (including, without limitation, any franchise tax imposed on or measured by net income or net profits and any branch profits taxes) 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 or taxing authority thereof or therein)) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other governmental charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other governmental charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the relevant Borrower agrees to shall pay the full amount of such Taxes, Taxes to the relevant taxing authority in accordance with applicable law and shall pay to the relevant Lender 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 LenderLender lending to such Borrower, upon the written request of such Lender, for taxes imposed on or measured by the net income or net profits of such Lender (including, without limitation, any franchise tax imposed on or measured by net income or net profits and any branch profits taxes imposed by the United States of America or similar taxes imposed by any political subdivision thereof) 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 therein or in which the principal office or applicable lending office of such Lender is located thereof) and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender, 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 Each Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts receipts, if any, issued by such taxing authority or other evidence reasonably acceptable to the Administrative Agent evidencing such payment by such Borrower (or, if such Borrower has not received such certified copies of tax receipts within such time period, then such Borrower shall furnish such certified copies of tax receipts to the BorrowerAdministrative Agent within 15 days after such Borrower has received such certified copies of tax receipts). The Each Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender. Such indemnification shall be made within 30 days after the date upon which such Lender makes written demand therefor, which demand shall identify the nature and the amount of Taxes for which indemnification is sought and shall include a copy of any written assessment thereof. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower Borrowers and the Administrative Agent on or prior to the Restatement Effective Date orDate, or in the case of a Lender that assumes an interest or is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.14, 1.16 or 13.04(b) 11.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assumption, assignment or transfer), on the date of such assumption, assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) 1001 (or successor forms) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made by the Borrowers under this Agreement and under any Note, Note or (ii) if the Lender is not a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI 1001 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D C (any such certificate, a “"Section 5.04(b)(ii) 3.04 Certificate”") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) W-8 (or successor form) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made by the Borrowers under this Agreement and under any Note. In addition, each such Lender agrees that that, from time to time after the Restatement Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender it will deliver to the Borrower Borrowers and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty)4224 or 1001, or Form W-8BEN (with respect to the portfolio interest exemption) W-8 and a Section 5.04(b)(ii) 3.04 Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments made by the Borrowers under this Agreement and any Note, or or, if legally unable to deliver such Lender forms, it shall immediately notify the Borrower Borrowers and the Administrative Agent of its inability to deliver any such Form or Certificate, Certificate in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b3.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a3.04(a), but subject to Section 13.04(b11.04(b) and the immediately succeeding sentence, (x) the each Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof hereof or therein) from interest, Fees fees or other amounts payable hereunder by such Borrower for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Borrowers Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower Borrowers shall not be obligated pursuant to Section 5.04(a3.04(a) hereof to gross-up payments to be made to a any such Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower Borrowers the Internal Revenue Service Forms required to be provided to the Borrower Borrowers pursuant to this Section 5.04(b3.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) of the first sentence of this Section 3.04(b) above, to the extent that such forms Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 3.04 and except as set forth in Section 13.04(b11.04(b), the Borrower agrees Borrowers agree to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a3.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts Taxes deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Original Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes. (c) If a Borrower pays any additional amount under this Section 3.04 to a Lender and such Lender determines in its sole discretion that it has actually received or realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid, such Lender shall pay to the Borrower an amount that such Lender shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such refund, reduction or credit. Such amount shall be paid as soon as practicable after receipt or realization by such Lender of such refund, reduction or credit. Nothing in this Section 3.04(c) shall require any Lender to disclose or detail the basis of its calculation of the amount of any refund or reduction of, or credit against, its tax liabilities or any other information to any Borrower or any other Person. (d) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by a Borrower pursuant to any applicable treaty, law or regulation, if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any amounts payable by a Borrower under Section 3.04(a) and would not, in the reasonable judgment of such Lender, be disadvantageous to such Lender.

Net Payments. (a) All payments made by the Borrower hereunder and or under any Note will be made without setoff, counterclaim or other defensedefense (which payment shall not be deemed a waiver of any claims under this Agreement). Except as provided in Section 5.04(b)2.06, all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division subdivision or taxing authority thereof or therein with respect to such payments payment (but excluding, except as provided in the second succeeding sentence, any tax (including any franchise 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 thereto (all such non-excluded nonexcluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Note, after withholding or deduction for or on account of any 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 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, 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; provided, however, that no such reimbursement shall be required unless such Lender determines that the amount of such Taxes exceeds the amount of any credit, allowance or deduction allowable to such Lender as an offset against any taxes payable on behalf of such Lender and in such event reimbursement shall not be required in any amount greater than such excess. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each LenderLender and the Administrative Agent, and reimburse such Lender and the Administrative Agent upon its written request, for the amount of any Taxes so levied or imposed and paid by such LenderLender or the Administrative Agent. A certificate as to the amount of any such required indemnification payment prepared by such Lender or the Administrative Agent shall be final, conclusive and binding for all purposes absent manifest error. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date orClosing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.10 or 13.04(b) Section 11.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) 1001 (or successor forms) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI 1001 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D B (any such certificate, a “"Section 5.04(b)(ii2.06(b)(ii) Certificate”") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) W-8 (or successor form) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Effective Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender it will deliver promptly to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty)4224 or 1001, or Form W-8BEN (with respect to the portfolio interest exemption) W-8 and a Section 5.04(b)(ii2.06(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b2.06(b). Notwithstanding anything to the contrary contained in Section 5.04(a2.06(a), but subject to Section 13.04(b11.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes.,

Net Payments. (a) All payments made by the Borrower hereunder and or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b3.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division 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 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 Lender Bank is located or any political subdivision or taxing authority thereof or therein) and all interest, penalties or similar liabilities with respect to such non-non- excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-non- excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the 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 hereunder 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 LenderBank, upon the written request of such LenderBank, for taxes imposed on or measured by the net income or net profits of such Lender Bank pursuant to the laws of the jurisdiction or any political subdivision or taxing authority thereof or therein in which such Lender Bank 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 Bank is located and for any withholding of income or similar taxes as such Lender Bank shall determine are payable by, or withheld from, such Lender, Bank in respect of such amounts so paid to or on behalf of such Lender Bank pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender Bank pursuant to this sentence. The Borrower 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 Borrower. The Borrower agrees to indemnify and hold harmless each LenderBank, and reimburse such Lender Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such LenderBank. (b) Each Lender Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Restatement Effective Date orDate, or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) 12.04 (unless the respective Lender Bank was already a Lender Bank hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such LenderBank, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI W-8EC1 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s Bank's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender Bank is not a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI W-8EC1 or Form Form, W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D C (any such certificate, a “"Section 5.04(b)(ii3.04(b)(ii) Certificate”") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s Bank's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender Bank agrees that from time to time after the Restatement Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECIW-8EC1, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii3.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender Bank to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender Bank shall not be required to deliver any such Form or Certificate form of certificate pursuant to this Section 5.04(b3.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a3.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees fees or other amounts payable hereunder for the account of any Lender Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender Bank has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a3.04(a) hereof to gross-up payments to be made to a Lender Bank in respect of income or similar taxes imposed by the United States if (I) such Lender Bank has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(b3.04(b) or (II) in the case of a payment, other than interest, to a Lender Bank described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b)3.04, the Borrower agrees to pay any additional amounts and to indemnify each Lender Bank in the manner set forth in Section 5.04(a3.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Restatement Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such income or similar Taxes.

Net Payments. (a) All payments made by the Borrower hereunder and Borrowers hereunder, under any Note or any other Credit Document, will be made without setoff, counterclaim or other defense. Except as provided for in Section 5.04(b5.5(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax tax, imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in under which it such Lender is organized or the jurisdiction in which the principal office or applicable lending office 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, levies imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, fees assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the Borrower agrees Borrowers agree to pay the full amount of such Taxes, Taxes and such additional amounts as may be necessary so that every payment by it of all amounts due hereunder, under this Agreement any Note or under any Noteother Credit Document, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such NoteNote or in such other Credit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees Borrowers agree to reimburse each Lender, upon the written request of such Lender, for taxes 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 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 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, Lender in respect of such the amounts so of Taxes 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 sentence, which written request shall be accompanied by a statement from such Lender pursuant setting forth, in reasonable detail, the computations used in determining such amounts. Subject to this sentence. The Borrower Section 2.6(d), the Borrowers will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts receipts, or other evidence satisfactory to the Lender, evidencing such payment by the BorrowerBorrowers. The Borrower agrees to Borrowers will indemnify and hold harmless the Administrative Agent and each Lender, and reimburse the Administrative Agent or such Lender upon its written request, for the amount of any Taxes so levied against, imposed on, or imposed and paid by the Administrative Agent or any Lender within 30 days of any written request therefor, without regard to whether such LenderTaxes were correctly or legally asserted by the relevant Governmental Authority. (b) Each Lender that is not a United States person Person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes (a “Non-U.S. Lender”) agrees to deliver provide to the Borrower Borrowers and the Administrative Agent on or prior to the Effective Date orClosing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) 12.4 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfertransfer and such Lender is in compliance with the provisions of this Section 5.5(b)), on the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrowers or the Administrative Agent: (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI W-8BEN, W-8ECI, W-8EXP or Form W-8BEN (with respect to a complete exemption under an income tax treaty) W-8IMY (or successor formssuccessor, substitute or other appropriate forms and, in the case of Form W-8IMY, any related documentation necessary to establish the claimed exemption or reduction) certifying to such Lender’s entitlement as of such date to a complete exemption from United States from, or a reduced rate of withholding from, U.S. withholding tax with respect to payments to be made under this Agreement 42 Agreement, any Note or any other Credit Document, and under any Note, or (ii) if in the case of a Lender is not a “bank” within seeking to qualify for the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) aboveportfolio interest exemption, (x) a certificate substantially in form and substance acceptable to the form of Exhibit D Administrative Agent (any such certificate, a an “Section 5.04(b)(ii) Exemption Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of to such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Noteexemption. In addition, each Lender agrees that from time to time after the Effective Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender it will deliver to the Borrower Borrowers and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service Form W-8ECIForm, Form W-8BEN (with respect to the benefits of including any income tax treaty), related documentation or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii) Exemption Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States U.S. withholding tax with respect to payments under this Agreement and Agreement, any NoteNote or any other Credit Document, or such Lender it shall immediately notify the Borrower Borrowers and the Administrative Agent of its inability to deliver any such Form or Certificatedocumentation, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b)it. Notwithstanding anything to the contrary contained in Section 5.04(a5.5(a), but subject to Section 13.04(b10.4(c) and the immediately succeeding sentence, (x) the Borrower Borrowers shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes Taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees fees or other amounts payable hereunder for the account of any Non-U.S. Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Borrowers such Forms or such Exemption Certificate and related documentation that establish a complete exemption from or reduction in the rate of such deduction or withholding and (y) the Borrower Borrowers shall not be obligated pursuant to Section 5.04(a5.5(a) to gross-up payments to be made to a Lender in respect of income or similar taxes Taxes imposed by the United States if or any additional amounts with respect thereto (I) such Lender has not provided to the Borrower extent such Taxes result from a Lender’s failure to provide the Borrowers the Internal Revenue Service Forms forms required to be provided to the Borrower Borrowers pursuant to this Section 5.04(b5.5(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxesTaxes at the time the Lender first became a Lender under this Agreement. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), the Borrower agrees The Borrowers agree to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a5.5(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts Taxes deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Closing Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such income or similar Taxes. (c) The Borrowers will indemnify and hold harmless the Administrative Agent and each Lender, and reimburse each upon its written request within 30 days thereof, for the amount of any documentary, excise, stamp, property or other similar taxes, duties, fees, assessments or other charges imposed with respect to the execution, delivery, filing or enforcement of any Credit Document, without regard to whether such amounts were correctly or legally asserted by the relevant Governmental Authority. (d) If any Lender, in its sole opinion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes paid as to which indemnification has been paid by the Borrowers pursuant to this Section, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses; provided, that the Borrowers agree to promptly return any such refund (plus interest) to such Lender if such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrowers with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.

Net Payments. (a) All payments made by the Borrower hereunder and or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any franchise or similar tax imposed on or measured by the net income or net profits of a Lender Bank pursuant to the laws of the jurisdiction in which it is organized or managed and controlled or the jurisdiction in which the principal office or applicable lending office of such Lender Bank is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxesthereto (other than interest, penalties, levies, imposts, duties, fees, assessments or other charges imposed or payable as a result of any action or inaction of such Bank not timely or properly taken by such Bank or non-compliance by such Bank with applicable law) (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and such additional amounts amounts, if any, 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 LenderBank, upon the written request of such LenderBank, for taxes imposed on or measured by the net income or net profits of such Lender Bank 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 Bank 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 Bank is located and for any withholding of taxes as such Lender Bank shall determine are payable by, or withheld from, such Lender, Bank in respect of such amounts so paid to or on behalf of such Lender Bank pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender Bank pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each LenderBank, and reimburse such Lender Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such LenderBank. These provisions contained in Sections 1.10, 1.11, 2.06, 4.04, and elsewhere shall be interpreted in the broadest possible terms to include any increased costs, payments or reduced income for any reason, including, but specifically not by way of limitation, due to taxes, capital adequacy provisions, reserve requirements, withholding obligations, costs due to the payment of any sums on a date other than the regularly scheduled date or for any other reason, and Borrower does hereby indemnify and hold harmless each Bank, for all such costs and does agree to pay same or cover any Bank's expenses or losses in regard to same. Borrower shall immediately pay such sums to any Bank as are necessary to mitigate all such items. This obligation is in addition to all other obligations of Borrower contained herein. (b) Each Lender Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date ordate of this Agreement, or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.13 or 13.04(b) 12.04 (unless the respective Lender Bank was already a Lender Bank hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such LenderBank, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) 1001 (or successor forms) certifying to such Lender’s Bank's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender Bank is not a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI 1001 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D 4.04(b)(ii) hereto (any such certificate, a “"Section 5.04(b)(ii4.04(b)(ii) Certificate”") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) W-8 (or successor form) certifying to such Lender’s Bank's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender Bank agrees that from time to time after the Effective Datedate of this Agreement, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty)4224 or 1001, or Form W-8BEN (with respect to the portfolio interest exemption) W-8 and a Section 5.04(b)(ii4.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender Bank to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a1.10, 2.06 or 4.04(a), but subject to Section 13.04(b12.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees fees or other amounts payable hereunder for the account of any Lender Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender Bank has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a1.10, 2.06 or 4.04(a) hereof to gross-up payments to be made to a Lender Bank in respect of income or similar taxes imposed by the United States if (I) if such Lender Bank has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(b4.04(b) or (II) in the case of a payment, other than interest, to a Lender Bank described in clause (ii) above, to the extent that such forms Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 4.04 and except as set forth in Section 13.04(b12.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender Bank in the manner set forth in Section 5.04(a1.10, 2.06 or 4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date date of this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes; provided, however, such TaxesBank shall provide to Borrower and the Administrative Agent any reasonably available applicable Internal Revenue Service tax form (reasonably similar in its simplicity and lack of detail to Internal Revenue Service Form 1001) necessary or appropriate for the exemption or reduction in the rate of such U.S. federal withholding tax. (c) The provisions of this Section 4.04 shall be subject to Section 1.12(b) (to the extent applicable).

Net Payments. (a) All payments made by the Borrower hereunder and or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (or by any political sub-division subdivision or taxing authority thereof or therein 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 or taxing authority 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 (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the 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 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 therein or in which the principal office or applicable lending office of such Lender is located thereof) and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender, 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 within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date orDate, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.13 or 13.04(b) 12.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) 1001 (or successor forms) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, Note or (ii) if the Lender is not a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI 1001 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “"Section 5.04(b)(ii) 4.04 Certificate”") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) W-8 (or successor form) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each such Lender agrees that that, from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty)4224 or 1001, or Form W-8BEN (with respect to the portfolio interest exemption) W-8 and a Section 5.04(b)(ii) 4.04 Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, Certificate in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b4.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a4.04(a), but subject to Section 13.04(b12.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a4.04(a) hereof to gross-up payments to be made to a any such Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(b4.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) of the last sentence of this Section 4.04(b) above, to the extent that such forms Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 4.04 and except as set forth in Section 13.04(b12.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts Taxes deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes.

Net Payments. (a) All payments made by the Borrower hereunder and ------------ hereunder, under any Note or any other Credit Document, will be made without setoff, counterclaim or other defense. Except as provided for in Section 5.04(b4.4(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division 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 any franchise tax based on net profits income) 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 political subdivision or taxing authority 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 (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the 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 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 the principal office or applicable lending office of such Lender is organized located) and all interest, penalties or similar liabilities with respect thereto (collectively, "Taxes"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes and such additional amounts as may be necessary so that every payment of all amounts due hereunder, under any Note or under any other Credit Document, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note or in such other Credit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the Borrower shall also reimburse each 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 in which the principal office or applicable lending office of such Lender is located or of any political subdivision or taxing authority of any such jurisdiction and for any withholding of income or similar taxes imposed by the United States of America as such Lender shall determine are payable by, or withheld from, such Lender, 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 Taxes paid to or on behalf of such Lender pursuant to this or the preceding sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to will indemnify and hold harmless the Agent and each Lender, and reimburse the Agent or such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid or withheld by such Lender. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent (i) on or prior to the Effective Additional Borrowing Date or, (or in the case of a Lender that is an assignee assignee, transferee or transferee participant of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) 12.4 hereof (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), ) on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) 1001 (or successor forms) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any NoteNote and under any other Credit Document, or (ii) if the Lender is not a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI 1001 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect on or prior to the portfolio interest exemption) Additional Borrowing Date (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(b) or (II) in the case of a paymentLender that is an assignee, other than interesttransferee or participant of an interest under this Agreement pursuant to Section 12.4 hereof, to a Lender described in clause (ii) above, to on the extent that such forms do not establish a complete exemption from withholding date of such taxes. Notwithstanding anything assignment, transfer or participation to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(bsuch Lender), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes.

Net Payments. (a) All payments made by the Borrower hereunder and under any Note will be made without setoffsetoff or counterclaim. The Borrower will pay, counterclaim or other defense. Except as provided in Section 5.04(b)prior to the date on which penalties attach thereto, all such payments will be made free present and clear offuture income, stamp and without deduction or withholding for, any present or future other taxes, levies, impostsor costs and charges whatsoever imposed, dutiesassessed, feeslevied or collected on or in respect of a Loan and/or the recording, assessments registration, notarization or other charges formalization thereof and/or any payments of whatever nature now principal, interest or hereafter imposed by any jurisdiction or by any political sub-division or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed other amounts made on or measured by the net income or net profits in respect 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 Loan (all 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 (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other costs and charges being referred to herein collectively as “called "Taxes”). If any "; provided that 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 shall 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 include taxes imposed on or measured by the overall net income of that Bank (or net profits of such Lender pursuant to the laws of the any alternative tax imposed generally by any relevant jurisdiction in which such Lender is organized lieu of a tax on net income) by the United States of America 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 thereof or therein, taxes imposed under Section 884 of the Code or taxes on or measured by the overall net income (or any alternative tax imposed generally by any relevant jurisdiction in lieu of a tax on net income) of that Bank or any foreign office, branch or subsidiary of that Bank by any foreign country or subdivision thereof in which that Bank or that office, branch or subsidiary is doing business). The Borrower shall also pay such additional amounts equal to increases in taxes payable by that Bank described in the foregoing proviso which increases are attributable to payments made by the Borrower described in the immediately preceding sentence of this Section. Promptly after the date on which payment 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 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 45 days after the date the payment of any Taxes Tax is due pursuant to applicable law certified copies law, the Borrower will, at the request of tax receipts evidencing such payment by that Bank, furnish to that Bank evidence, in form and substance satisfactory to that Bank, that the BorrowerBorrower has met its obligation under this Section 3.04. The Borrower agrees to will indemnify and hold harmless each LenderBank against, and reimburse such Lender upon each Bank on demand for, any Taxes, as determined by that Bank in its written request, good faith and reasonable discretion. Such Bank shall provide the Borrower with appropriate receipts for any payments or reimbursements made by the amount of any Taxes so levied or imposed and paid by such LenderBorrower pursuant to this Section 3.04. (b) Each Lender that Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver provide to the Borrower and the Administrative Agent on or prior to the Effective Date orDate, or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.14 or 13.04(b) Section 12.04 (unless the respective Lender Bank was already a Lender Bank hereunder immediately prior to such assignment or transfertransfer and such Bank is in compliance with the provisions of this Section 3.04(b)), on the date of such assignment or transfer to such LenderBank, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) 1001 (or successor forms) certifying to such Lender’s Bank's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under or any Note. Each Bank that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, or (ii) if the Lender but that is not a “bank” within the meaning of corporation (as such term is defined in Section 881(c)(3)(A7701(a)(3) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI Code) for such purposes, agrees to provide to the Borrower on or Form W-8BEN (with respect prior to the Effective Date, or in the case of a complete exemption Bank that is an assignee or transferee of an interest under an income tax treaty) (or any successor forms) this Agreement pursuant to clause Section 1.14 or Section 12.04 (i) aboveunless the respective Bank was already a Bank hereunder immediately prior to such assignment or transfer and such Bank is in compliance with the provisions of this Section 3.04(b)), (x) a certificate substantially in on the form date of Exhibit D (any such certificateassignment to such Bank, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) W-9 (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note). In addition, each Lender such Bank agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), 4224 or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii) Certificate1001, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender Bank to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and or any Note, or such Lender it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b)form. Notwithstanding anything to the contrary contained in Section 5.04(a3.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or other similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees fees or other amounts payable hereunder for the account of any Lender Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal United States federal income tax purposes to the extent that such Lender and which has not provided to the Borrower U.S. Internal Revenue Service Forms such forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a3.04(a) to gross-up payments to be made to pay a Lender Bank in respect of income or similar taxes imposed by the United States or any additional amounts with respect thereto if (I) such Lender Bank has not provided to the Borrower the Internal Revenue Service Forms forms required to be provided to the Borrower pursuant to this Section 5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b3.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes.

Net Payments. (a) All payments made by the Borrower Borrowers hereunder and under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division 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 (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the Borrower agrees Borrowers agree to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under 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 Borrowers agree to reimburse each Lender, upon the written request of such 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 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 Borrowers will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the such Borrower. The Borrower agrees Borrowers agree to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower Borrowers and the Administrative Agent on or prior to the Effective Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 2.07 or 13.04(b11.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii4.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender will deliver to the Borrower Borrowers and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii4.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender shall immediately notify the Borrower Borrowers and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b4.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a4.04(a), but subject to Section 13.04(b11.04(b) and the immediately succeeding sentence, (x) the each Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the such Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower Borrowers shall not be obligated pursuant to Section 5.04(a4.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower Borrowers the Internal Revenue Service Forms required to be provided to the Borrower Borrowers pursuant to this Section 5.04(b4.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 4.04 and except as set forth in Section 13.04(b11.04(b), the Borrower agrees Borrowers agree to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it them as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes.

Net Payments. (a) All payments made by the Borrower hereunder and under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b4.4(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division 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 penalties, expenses 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 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 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 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 within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request (within 10 days of such request), for the amount of any Taxes so levied or imposed and paid by such LenderLender whether or not such Taxes were correctly or legally imposed or asserted by the relevant governmental authority. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.13 or 13.04(b13.4(b) (unless the respective Lender lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “"Section 5.04(b)(ii4.4(b)(ii) Certificate”") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii4.4(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b4.4(b). Notwithstanding anything to the contrary contained in Section 5.04(a4.4(a), but subject to Section 13.04(b13.4(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a4.4(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(b4.4(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 4.4 and except as set forth in Section 13.04(b13.4(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a4.4(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes.

Net Payments. (a) All payments made by the Borrower hereunder and ------------ and/or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b3.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division 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 (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the 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 and/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 Notetherein. 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 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 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 within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date orDate, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.13 or 13.04(b) 11.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) 1001 (or successor forms) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI 1001 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D C (any such certificate, a “"Section 5.04(b)(ii) 3.04 Certificate”") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) W- 8 (or successor form) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Effective Date, when a lapse in of time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty)4224 or 1001, or Form W-8BEN (with respect to the portfolio interest exemption) W-8 and a Section 5.04(b)(ii) 3.04 Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b3.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a3.04(a), but subject to Section 13.04(b11.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision sub division or taxing authority thereof or therein) from interest, Fees or other amounts payable by it hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a3.04(a) hereof to gross-up payments to be made by it to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(b3.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 3.04 and except as set forth in Section 13.04(b11.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a3.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts Taxes deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes. (c) If the Borrower pays any additional amount under this Section 3.04 to a Lender and such Lender determines in its sole discretion that it has actually received or realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid, such Lender shall pay to the Borrower an amount that the Lender shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such refund, reduction or credit.

Net Payments. (a) All payments made by the Borrower Company hereunder and or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b), all All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division 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 Purchaser pursuant to the laws of the jurisdiction in which it is organized or managed and controlled or the jurisdiction in which the principal office or applicable lending office of such Lender Purchaser 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 thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the Borrower Company agrees to pay the full amount of such Taxes, and such additional amounts amounts, if any, 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 Company agrees to reimburse each LenderPurchaser, upon the written request of such LenderPurchaser, for taxes imposed on or measured by the net income or net profits of such Lender Purchaser 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 Purchaser 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 Purchaser is located and for any withholding of taxes as such Lender Purchaser shall determine are payable by, or withheld from, such Lender, Purchaser in respect of such amounts so paid to or on behalf of such Lender Purchaser pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender Purchaser pursuant to this sentence. The Borrower Company will furnish to the Administrative Agent Trustee 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 BorrowerCompany. The Borrower Company agrees to indemnify and hold harmless each LenderPurchaser, and reimburse such Lender Purchaser upon its written request, for the amount of any Taxes so levied or imposed and paid by such LenderPurchaser. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes.

Net Payments. (a) All payments made to the Banks by the Borrower hereunder and Borrowers hereunder, under the Notes or under any Note other Loan Document will be made without setoffset off, counterclaim or other defense. Except as provided in Section 5.04(b), all All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, b)ut excluding any tax imposed on or measured by the gross or net income or net profits of a Lender Bank (including all interest, penalties or similar liabilities related thereto) pursuant to the laws of the jurisdiction in which it is organized United States of America or any political subdivision thereof, or taxing authority of the jurisdiction United States of America or any political subdivision thereof, in which the principal office or applicable lending office of such Lender a Bank is located or any subdivision thereof or therein) located), and all interest, penalties or similar liabilities with respect thereto (collectively, together with any amounts payable pursuant to such non-excluded taxesthe next sentence, 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 so levied or imposed, the Borrower agrees Borrowers agree to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder, under this Agreement each Note or under any Noteother 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 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 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 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 Borrowers will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law each Bank upon request certified copies of tax receipts evidencing such payment by the BorrowerBorrowers. The Borrower agrees to Borrowers will indemnify and hold harmless each LenderBank, and reimburse such Lender each Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxeseach Bank.

Net Payments. (a) All payments (including, without limitation, any fees, commissions or expenses paid by the Borrower to any Financing Party) made by the Borrower hereunder and or under any Note other Financing Document will be made without setoff, counterclaim or other similar defense. Except as provided in Section 5.04(b), all All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentencecase of any Lender, any tax imposed on or measured by the net income income, revenue, or net profits gross receipts of a such 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 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 thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the 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 the net amount received by the relevant Financing Party hereunder or under any Noteother Financing Document, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Taxes pursuant to Financing Document as if the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on corresponding deduction 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 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 sentencehad not been made. The Borrower will furnish to the Administrative Agent within 45 thirty (30) days after the date of the payment of any Taxes is due pursuant to applicable law certified copies evidence of tax receipts evidencing such payment by in form and substance reasonably satisfactory to the BorrowerAdministrative Agent. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior agree to complete in good faith and execute and deliver to the Effective Date orBorrower, in a timely manner, such form, certificates, information or documentation relating to such Lender or Administrative Agent to establish the case extent to which any payments to such Lender or Administrative Agent are exempt from, or are entitled to a reduction of a withholding or deduction of any Taxes (collectively, the “Forms”). Notwithstanding anything to the contrary herein, neither any Lender that is an assignee or transferee of an interest under this Agreement nor the Administrative Agent shall be required to provide any Forms pursuant to this Section 2.13 or 13.04(b2.8(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to such Forms are required by law as a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Notecondition to, or evidence of entitlement to, relief or exemption in whole or in part from any Taxes, (ii) such Lender or the Administrative Agent is legally entitled to complete, execute and deliver such Forms and (iii) the Borrower shall have timely provided to such Lender or the Administrative Agent a written notice requesting that such Lender or the Administrative Agent execute and deliver such Forms together with the Forms and the official instructions thereto, if any. (c) If the Lender is not a “bank” within the meaning of Borrower pays any additional amount under this Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect 2.8 to a complete exemption under an income tax treaty) (Lender and such Lender determines in its sole discretion that it has actually received or realized in connection therewith any refund or any successor forms) pursuant to clause (i) abovereduction of, (x) a certificate substantially or credit against, its Tax liabilities in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (or with respect to the portfolio interest exemption) taxable year in which the additional amount is paid (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect“Tax Benefit”), such Lender will deliver shall pay to the Borrower an amount that the Lender shall, in good faith, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such Tax Benefit; provided, however, that (i) any Lender may determine, in its sole discretion consistent with the policies of such Lender, whether to seek a Tax Benefit; (ii) nothing in this Section 2.8(c) shall require any Lender to disclose any confidential information to the Borrower (including, without limitation, its tax returns); and (iii) no Lender shall be required to pay any amounts pursuant to this Section 2.8(c) at any time when a Default or Event of Default exists. (d) Notwithstanding anything to the contrary, the Borrower shall not be required pursuant to this Section 2.8 to pay any additional amount to, or to indemnify, any Lender or the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii) CertificateAgent, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided or the Administrative Agent becomes subject to Taxes subsequent to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and Original Closing Date (y) or, if later, the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) date such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant or Administrative Agent becomes a party to this Section 5.04(bAgreement) or (II) as a result of a change in the case jurisdiction of organization of such Lender or Administrative Agent or a paymentchange in the location of the Applicable Lending Office of such Lender, other than interest, to a Lender described in clause (ii) above, except to the extent that any such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to change is requested or required in writing by the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such TaxesBorrower.

Net Payments. (a) All payments made by the Borrower hereunder and and/or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b3.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division 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 (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the 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 and/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 Notetherein. 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 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 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 within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date orDate, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.13 or 13.04(b) 11.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor formsform)) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D C (any such certificate, a “Section 5.04(b)(ii) 3.04 Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Effective Date, when a lapse in of time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8ECI or W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii) 3.04 Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b3.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a3.04(a), but subject to Section 13.04(b11.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable by it hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a3.04(a) hereof to gross-up payments to be made by it to a Lender in respect of income or similar taxes imposed by the United States if (I) if such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(b3.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 3.04 and except as set forth in Section 13.04(b11.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a3.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxesincome or similar taxes. (c) If the Borrower pays any additional amount under this Section 3.04 to a Lender and such Lender determines in its sole discretion that it has actually received or realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid, such Lender shall pay to the Borrower an amount that the Lender shall, in its sole discretion (but acting in good faith), determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such refund, reduction or credit.

Net Payments. (a) All payments made by the any Borrower hereunder and (including, in the case of any Guarantor, in its capacity as a Guarantor pursuant to Section 14) or under any Note will be made without setoff, deduction, counterclaim or other defense. Except as provided in Section 5.04(bSections 4.04(b) and (c), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments duties or other similar charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division 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 imposed on or measured by the net income or net profits of a Lender Lender, including branch profits taxes and franchise taxes or Taxes imposed upon the overall capital or net worth 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 thereintherein or which imposes such taxes because such Lender engages in business in such jurisdiction other than solely as a result of this Agreement, and (ii) any tax that would not have been imposed but for a failure by such Lender (or any financial institution through which any payment is made to such Lender) to comply with the applicable requirements of sections 1471-1474 of the Code, or any applicable Treasury Regulation promulgated under such law or published administrative guidance implementing such law) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments duties or other similar charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the respective Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due 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 to reimburse each Lender, upon the written request of such Lender, for any additional amount of 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 reasonably determine are payable by, or withheld from, such Lender, 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 respective Borrower will furnish to the Administrative Agent and the applicable Lender within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of official tax receipts evidencing such payment by the respective Borrower. The Each Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower Corporation and the Administrative Agent on or prior to the Effective Date orDate, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.14 or 13.04(b) 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of U.S. Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either U.S. Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D E (any such certificate, a “Section 5.04(b)(ii4.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of U.S. Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete obsolete, expired or inaccurate in any material respect, such Lender or if requested by the Corporation or the Administrative Agent, it will deliver to the Borrower Corporation and the Administrative Agent two new accurate and complete original signed copies of U.S. Internal Revenue Service Form W-8ECI, W-8ECI or Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii4.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender it shall immediately notify the Borrower Corporation and the Administrative Agent of its inability to deliver any such Form or Certificate, Certificate in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b4.04(b). Each Lender (including any assignee, successor or participant) that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) (other than Persons that are corporations or otherwise exempt from United States backup withholding tax) shall deliver to the Corporation and the Administrative Agent (i) on or prior to the Effective Date, (ii) on or prior to the date on which any such form or certification expires or becomes obsolete, (iii) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this sentence, and (iv) from time to time if requested by the Corporation or the Administrative Agent, two accurate and complete original signed copies of U.S. Internal Revenue Service Form W-9 (or successor form) certifying that such U.S. Lender is entitled to an exemption from U.S. backup withholding tax. Notwithstanding anything to the contrary contained in Section 5.04(a4.04(a), but subject to the last sentence of Section 13.04(b) and the immediately succeeding sentence, (x) the each Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower Corporation U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower Borrowers shall not be obligated pursuant to Section 5.04(a4.04(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower Corporation the U.S. Internal Revenue Service Forms required to be provided to the Borrower Corporation pursuant to this Section 5.04(b4.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 4.04 and except as set forth in Section 13.04(b), the each Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence (x) as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes or (y) as a result of the purchase of a participation as required by Section 1.17 following the occurrence of a Sharing Event. (c) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by the respective Borrower pursuant to any applicable treaty, law or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such Lender. (d) If any Lender determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 4.04, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 4.04 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of such Lender, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Lender in the event such Lender is required to repay such refund to such Governmental Authority. This subsection 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 Borrower or any other Person. (e) Each Alternate Currency RL Lender that makes an Alternate Currency Revolving Loan to an Irish Alternate Currency Revolving Loan Borrower (each, an “Irish Alternate Currency RL Lender”) represents to each Irish Alternate Currency Revolving Loan Borrower that it is an Irish Qualifying Lender with respect to payments of interest to be made under this Agreement and under any Note. To the extent that any Irish Alternate Currency RL Lender cannot represent to the respective Irish Alternate Currency Revolving Loan Borrower that it is an Irish Qualifying Lender, such Irish Alternate Currency RL Lender shall notify such Irish Alternate Currency Revolving Loan Borrower immediately and such Irish Alternate Currency Revolving Loan Borrower shall not be obligated pursuant to Section 4.04(a) hereof to gross-up payments to be made to such Irish Alternate Currency RL Lender in respect of income or similar taxes imposed by Ireland. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 4.04, each Irish Alternate Currency Revolving Loan Borrower agrees to pay additional amounts and to indemnify each Irish Alternate Currency RL Lender in the manner set forth in Section 4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such income or similar Taxes.

Net Payments. (a) All payments made by the each Borrower hereunder and or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b3.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (or by any political sub-division subdivision or taxing authority thereof or therein therein) with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax levy, impost, duty, fee, assessment or other governmental charge imposed on or measured by the net income or net profits of a Lender (including, without limitation, any franchise tax imposed on or measured by net income or net profits and any branch profits taxes) 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 or taxing authority thereof or therein)) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other governmental charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other governmental charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the relevant Borrower agrees to shall pay the full amount of such Taxes, Taxes to the relevant taxing authority in accordance with applicable law and shall pay to the relevant Lender 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 LenderLender lending to such Borrower, upon the written request of such Lender, for taxes imposed on or measured by the net income or net profits of such Lender (including, without limitation, any franchise tax imposed on or measured by net income or net profits and any branch profits taxes imposed by the United States of America or similar taxes imposed by any political subdivision or taxing authority thereof) 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 therein or in which the principal office or applicable lending office of such Lender is located thereof) and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender, 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 Each Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts receipts, if any, issued by such taxing authority or other evidence reasonably acceptable to the Administrative Agent evidencing such payment by such Borrower (or, if such Borrower has not received such certified copies of tax receipts within such time period, then such Borrower shall furnish such certified copies of tax receipts to the BorrowerAdministrative Agent within 15 days after such Borrower has received such certified copies of tax receipts). The Each Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender. Such indemnification shall be made within 30 days after the date upon which such Lender makes written demand therefor, which demand shall identify the nature and the amount of Taxes for which indemnification is sought and shall include a copy of any written assessment thereof. (b) Each In the case of any Borrower that is a United States person (as such term is defined in Section 7701(a)(30) of the Code), each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower Borrowers and the Administrative Agent on or prior to the Second Restatement Effective Date orDate, or in the case of a Lender that assumes an interest or is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.14, 1.16 or 13.04(b) 11.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assumption, assignment or transfer), on the date of such assumption, assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made by the Borrowers under this Agreement and under any Note, Note or (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D C (any such certificate, a “Section 5.04(b)(ii) 3.04 Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made by the Borrowers under this Agreement and under any Note. In addition, each such Lender agrees that that, from time to time after the Second Restatement Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender it will deliver to the Borrower Borrowers and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any an income tax treaty), ) or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii) 3.04 Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments made by the Borrowers under this Agreement and any Note, or or, if legally unable to deliver such Lender forms, it shall immediately notify the Borrower Borrowers and the Administrative Agent of its inability to deliver any such Form or Certificate, Certificate in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b3.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a3.04(a), but subject to Section 13.04(b11.04(b) and the immediately succeeding sentence, (x) the each Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof hereof or therein) from interest, Fees fees or other amounts payable hereunder by such Borrower for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Borrowers Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower Borrowers shall not be obligated pursuant to Section 5.04(a3.04(a) hereof to gross-up payments to be made to a any such Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower Borrowers the Internal Revenue Service Forms required to be provided to the Borrower Borrowers pursuant to this Section 5.04(b3.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) of the first sentence of this Section 3.04(b) above, to the extent that such forms Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 3.04 and except as set forth in Section 13.04(b11.04(b), the Borrower agrees Borrowers agree to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a3.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts Taxes deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Original Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes. (c) If a Borrower pays any additional amount under this Section 3.04 to a Lender and such Lender determines in its sole discretion that it has actually received or realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid, such Lender shall pay to the Borrower an amount that such Lender shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such refund, reduction or credit. Such amount shall be paid as soon as practicable after receipt or realization by such Lender of such refund, reduction or credit. Nothing in this Section 3.04(c) shall require any Lender to disclose or detail the basis of its calculation of the amount of any refund or reduction of, or credit against, its tax liabilities or any other information to any Borrower or any other Person. (d) In the case of any Borrower that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code), each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by a Borrower pursuant to any applicable treaty, law or regulation, if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any amounts payable by a Borrower under Section 3.04(a) and would not, in the reasonable judgment of such Lender, be disadvantageous to such Lender provided, however, that nothing in this Section 3.04(d) shall require a Lender to disclose any confidential information (including, without limitation, its tax returns or its calculations).

Net Payments. (a) All payments made by the Borrower or any Guarantor hereunder and or under any Note or any Guarantee will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b5.06(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature Taxes now or hereafter imposed by any jurisdiction Governmental Authority or by any political sub-division subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, excluding 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 thereinExcluded Tax) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or Taxes (other charges than Excluded Taxes) being referred to collectively as “Taxes”"COVERED TAXES"). If any Covered Taxes are so levied or imposed, Borrower and each Guarantor, as the Borrower case may be, agrees (on a joint and several basis for the Guarantors) to pay the full amount of such Covered Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement Agreement, the Guarantees or under any Note, after withholding or deduction for or on account of any Covered Taxes, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Covered Taxes pursuant to the preceding sentencesentence (any such amounts, the "GROSS-UP AMOUNT"), Borrower agrees and each Guarantor agrees, notwithstanding the definition of Excluded Taxes, to reimburse (on a joint and several basis for the Guarantors) each Lender, upon the written request of such Lender, (i) for taxes 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 Applicable Lending Office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction by reason of the making of payments in which such Lender is organized or in which the principal office or applicable lending office respect of such Lender is located Covered Taxes pursuant to this Section (including pursuant to this sentence) and (ii) for any withholding of taxes Taxes as such Lender shall determine are payable by, or withheld from, such Lender, Lender in respect of such amounts so paid in respect of Covered Taxes 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 and each Guarantor, as the case may be, will furnish to the Administrative Agent within 45 days after the date the payment of any Covered Taxes is due pursuant to applicable law certified copies of tax receipts or other documentation reasonably satisfactory to such Lender evidencing such payment by Borrower or any Guarantor. Borrower and the Borrower. The Borrower agrees Guarantors agree (jointly and severally for the Guarantors) to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Covered Taxes so levied or imposed and paid by such Lender. Lender and any liability (bincluding penalties, additions to tax, interest and expenses) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on arising therefrom or prior to the Effective Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxesthereto.

Net Payments. (a) All payments made by the Borrower hereunder and or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division 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 profits or franchise taxes based on net profits income 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 thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the 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 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, 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. If the Borrower pays any additional amount under this Section 4.04 to a Lender and such Lender determines in its sole discretion that it has actually received or realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid, such Lender shall pay to the Borrower an amount that the Lender shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such refund, reduction or credit. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date orDate, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.13 or 13.04(b) 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “"Section 5.04(b)(ii4.04(b)(ii) Certificate”") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender it will deliver to the Borrower and or the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) ), and a Section 5.04(b)(ii4.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, Certificate in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b4.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a4.04(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(b4.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 4.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such income or similar Taxes.

Net Payments. (a) All payments made by the Borrower hereunder and or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division 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 (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively collectively, as “Taxes”). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Note, after withholding or deduction for or on account of any 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 on or measured by the net income or net profits of such Lender Lender, and franchise taxes imposed in lieu of taxes imposed on or measured by net income or net profits of a 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 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 within 45 forty-five (45) days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender. (b) Each Lender party to this Agreement on the Effective Date hereby represents that, as of the Effective Date, all payments of principal, interest and fees to be made to it by the Borrower pursuant to this Agreement will be totally exempt from withholding of United States federal tax. Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date orDate, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.13 or 13.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer)Section 12.04, on the date of such assignment or transfer to such Lender, : (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii4.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii4.04(b)(ii) Certificate, or any successor form, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form form or Certificatecertificate, in which case such Lender shall not be required to deliver any such Form form or Certificate certificate pursuant to this Section 5.04(b4.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a4.04(a), but subject to Section 13.04(b12.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower the U.S. Internal Revenue Service Forms forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a4.04(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) if such Lender has not provided to the Borrower the Internal Revenue Service Forms forms required to be provided to the Borrower pursuant to this Section 5.04(b4.04(b) or (II) in the case of a paymentpayment by the Borrower, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 4.04 and except as set forth in Section 13.04(b12.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such income or similar taxes. (c) Each Lender agrees to use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish to the Borrower any information as reasonably requested by such Borrower that may be necessary to establish any available exemption from, or reduction in the amount of, any Taxes; provided, however, that nothing in this Section 4.04(c) shall require a Lender to disclose any confidential information (including, without limitation, its tax returns or its Tax calculations).

Net Payments. (a) All payments (including, without limitation, any fees, commissions or expenses paid by the Borrower to any Financing Parties) made by the Borrower hereunder and or under any Note other Financing Document will be made without setoff, counterclaim or other similar defense. Except as provided in Section 5.04(b), all All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentencecase of any Lender, any tax imposed on or measured by the net income income, revenue, or net profits gross receipts of a such 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 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 thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the 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 the net amount received by the relevant Financing Party hereunder or under any Noteother Financing Document, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Taxes pursuant to Financing Document as if the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on corresponding deduction 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 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 sentencehad not been made. The Borrower will furnish to the Administrative Agent within 45 thirty (30) days after the date of the payment of any Taxes is due pursuant to applicable law certified copies evidence of tax receipts evidencing such payment by in form and substance reasonably satisfactory to the BorrowerAdministrative Agent. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior agree to complete in good faith and execute and deliver to the Effective Date orBorrower, in a timely manner, such form, certificates, information or documentation relating to such Lender or Administrative Agent to establish the case extent to which any payments to such Lender or Administrative Agent are exempt from, or are entitled to a reduction of a withholding or deduction of any Taxes (collectively, the “Forms”). Notwithstanding anything to the contrary herein, neither any Lender that is an assignee or transferee of an interest under this Agreement nor the Administrative Agent shall be required to provide any Forms pursuant to this Section 2.13 or 13.04(b2.8(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to such Forms are required by law as a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Notecondition to, or evidence of entitlement to, relief or exemption in whole or in part from any Taxes, (ii) such Lender or the Administrative Agent is legally entitled to complete, execute and deliver such Forms and (iii) the Borrower shall have timely provided to such Lender or the Administrative Agent a written notice requesting that such Lender or the Administrative Agent execute and deliver such Forms together with the Forms and the official instructions thereto, if any. (c) If the Lender is not a “bank” within the meaning of Borrower pays any additional amount under this Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect 2.8 to a complete exemption under an income tax treaty) (Lender and such Lender determines in its sole discretion that it has actually received or realized in connection therewith any refund or any successor forms) pursuant to clause (i) abovereduction of, (x) a certificate substantially or credit against, its Tax liabilities in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (or with respect to the portfolio interest exemption) taxable year in which the additional amount is paid (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect“Tax Benefit”), such Lender will deliver shall pay to the Borrower an amount that the Lender shall, in good faith, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such Tax Benefit; provided, however, that (i) any Lender may determine, in its sole discretion consistent with the policies of such Lender, whether to seek a Tax Benefit; (ii) nothing in this Section 2.8(c) shall require any Lender to disclose any confidential information to the Borrower (including, without limitation, its tax returns); and (iii) no Lender shall be required to pay any amounts pursuant to this Section 2.8(c) at any time when a Default or Event of Default exists. (d) Notwithstanding anything to the contrary, the Borrower shall not be required pursuant to this Section 2.8 to pay any additional amount to, or to indemnify, any Lender or the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii) CertificateAgent, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided or the Administrative Agent becomes subject to Taxes subsequent to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and Closing Date (y) or, if later, the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) date such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant or Administrative Agent becomes a party to this Section 5.04(bAgreement) or (II) as a result of a change in the case jurisdiction of organization of such Lender or Administrative Agent or a paymentchange in the location of the Applicable Lending Office of such Lender, other than interest, to a Lender described in clause (ii) above, except to the extent that any such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to change is requested or required in writing by the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such TaxesBorrower.

Net Payments. (a) All payments made by the Borrower hereunder and or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division 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 Bank pursuant to the laws of the jurisdiction in which it is organized or managed and controlled or the jurisdiction in which the principal office or applicable lending office of such Lender 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 (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and such additional amounts amounts, if any, 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 LenderBank, upon the written request of such LenderBank, for taxes imposed on or measured by the net income or net profits of such Lender Bank pursuant to the laws of the jurisdiction in which such Lender Bank is organized or in which the principal office or applicable lending office of such Lender Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender Bank is organized or in which the principal office or applicable lending office of such Lender Bank is located and for any withholding of income or similar taxes as such Lender Bank shall determine are payable by, or withheld from, such Lender, Bank in respect of such amounts so paid to or on behalf of such Lender Bank pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender Bank pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts receipts, or other evidence satisfactory to such Bank, in its sole discretion, evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each LenderBank, and reimburse such Lender Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such LenderBank. All amounts payable pursuant to this Section 4.04(a) shall be subject to the provisions of Section 12.17 (to the extent applicable). (b) Each Lender Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Restatement Effective Date orDate, or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.13 or 13.04(b) 12.04 (unless the respective Lender Bank was already a Lender Bank hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such LenderBank, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) 1001 (or successor forms) certifying to such Lender’s Bank's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender Bank is not a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI 1001 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “"Section 5.04(b)(ii4.04(b)(ii) Certificate”") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) W-8 (or successor form) certifying to such Lender’s Bank's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender Bank agrees that from time to time after the Restatement Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty)4224 or 1001, or Form W-8BEN (with respect to the portfolio interest exemption) W-8 and a Section 5.04(b)(ii4.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender Bank to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender Bank shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b4.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a4.04(a), but subject to Section 13.04(b12.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees fees or other amounts payable hereunder for the account of any Lender Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender Bank has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a4.04(a) to gross-up payments to be made to a Lender Bank in respect of income or similar taxes imposed by the United States or any additional amounts with respect thereto if (I) such Lender Bank is not a U.S. Person (defined as provided above) and has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(b4.04(b) or (II) in the case of a payment, other than interest, to a Lender Bank described in clause (ii) above, to the extent that such forms Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 4.04 and except as set forth in Section 13.04(b12.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender Bank in the manner set forth in Section 5.04(a4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts Taxes deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Restatement Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes. (c) If any Bank, in its sole opinion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes paid as to which indemnification has been paid by the Borrower pursuant to this Section, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses, to the Borrower; provided that the Borrower agrees to promptly return any such refund (plus interest) to such Bank upon receipt of written notification from such Bank in the event such Bank is required to repay such refund to the relevant taxing authority. Nothing contained herein shall interfere with the right of a Bank to arrange its tax affairs in whatever manner it thinks fit or oblige any Bank to apply for any refund or to disclose to any party any information relating to its tax affairs on any computations in respect thereof (including, without limitation, its tax returns).

Net Payments. (a) All payments made by the Borrower hereunder and under any Note will be made without setoffsetoff or counterclaim. The Borrower will pay, counterclaim or other defense. Except as provided in Section 5.04(b)prior to the date on which penalties attach thereto, all such payments will be made free present and clear offuture income, stamp and without deduction or withholding for, any present or future other taxes, levies, impostsor costs and charges whatsoever imposed, dutiesassessed, feeslevied or collected on or in respect of a Loan and/or the recording, assessments registration, notarization or other charges formalization thereof and/or any payments of whatever nature now principal, interest or hereafter imposed by any jurisdiction or by any political sub-division or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed other amounts made on or measured by the net income or net profits in respect 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 Loan (all 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 (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other costs and charges being referred to herein collectively as “called "Taxes”). If any "; provided that 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 shall 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 include taxes imposed on or measured by the overall net income of that Bank (or net profits of such Lender pursuant to the laws of the any alternative tax imposed generally by any relevant jurisdiction in which such Lender is organized lieu of a tax on net income) by the United States of America 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 thereof or therein, taxes imposed under Section 884 of the Code or taxes on or measured by the overall net income (or any alternative tax imposed generally by any relevant jurisdiction in lieu of a tax on net income) of that Bank or any foreign office, branch or subsidiary of that Bank by any foreign country or subdivision thereof in which that Bank or that office, branch or subsidiary is doing business). The Borrower shall also pay such additional amounts equal to increases in taxes payable by that Bank described in the foregoing proviso which increases are attributable to payments made by the Borrower described in the immediately preceding sentence of this Section. Promptly after the date on which payment 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 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 45 days after the date the payment of any Taxes Tax is due pursuant to applicable law certified copies law, the Borrower will, at the request of tax receipts evidencing such payment by that Bank, furnish to that Bank evidence, in form and substance satisfactory to that Bank, that the BorrowerBorrower has met its obligation under this Section 4.04. The Borrower agrees to will indemnify and hold harmless each LenderBank against, and reimburse such Lender upon each Bank on demand for, any Taxes, as determined by that Bank in its written request, good faith and reasonable discretion. Such Bank shall provide the Borrower with appropriate receipts for any payments or reimbursements made by the amount of any Taxes so levied or imposed and paid by such LenderBorrower pursuant to this Section 4.04. (b) Each Lender that Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver provide to the Borrower and the Administrative Agent on or prior to the Effective Date orDate, or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.14 or 13.04(b) Section 12.04 (unless the respective Lender Bank was already a Lender Bank hereunder immediately prior to such assignment or transfertransfer and such Bank is in compliance with the provisions of this Section 4.04(b)), on the date of such assignment or transfer to such LenderBank, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) 1001 (or successor forms) certifying to such Lender’s Bank's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under or any Note. Each Bank that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, or (ii) if the Lender but that is not a “bank” within the meaning of corporation (as such term is defined in Section 881(c)(3)(A7701(a)(3) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI Code) for such purposes, agrees to provide to the Borrower on or Form W-8BEN (with respect prior to the Effective Date, or in the case of a complete exemption Bank that is an assignee or transferee of an interest under an income tax treaty) (or any successor forms) this Agreement pursuant to clause Section 1.14 or Section 12.04 (i) aboveunless the respective Bank was already a Bank hereunder immediately prior to such assignment or transfer and such Bank is in compliance with the provisions of this Section 4.04(b)), (x) a certificate substantially in on the form date of Exhibit D (any such certificateassignment to such Bank, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) W-9 (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note). In addition, each Lender such Bank agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), 4224 or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii) Certificate1001, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender Bank to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and or any Note, or such Lender it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b)form. Notwithstanding anything to the contrary contained in Section 5.04(a4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or other similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees fees or other amounts payable hereunder for the account of any Lender Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal United States federal income tax purposes to the extent that such Lender and which has not provided to the Borrower U.S. Internal Revenue Service Forms such forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a4.04(a) to gross-up payments to be made to pay a Lender Bank in respect of income or similar taxes imposed by the United States or any additional amounts with respect thereto if (I) such Lender Bank has not provided to the Borrower the Internal Revenue Service Forms forms required to be provided to the Borrower pursuant to this Section 5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b4.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes.

Net Payments. (a) All Subject to the following sentence, all payments made by or on behalf of the Borrower hereunder and under this Agreement or any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b), all such payments will Credit Document shall be made free and clear of, and without deduction or withholding forfor or on account of, any present current or future income, stamp or other taxes, levies, imposts, duties, charges, fees, assessments deductions or other charges of whatever nature withholdings, now or hereafter imposed imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (i) net income taxes, branch profits taxes, and franchise taxes (imposed in lieu of net income taxes) and capital taxes imposed on the Administrative Agent or any Lender and (ii) any taxes imposed on the Administrative Agent or any Lender as a result of a current or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or by any political sub-division subdivision or taxing authority thereof or therein with respect to (other than any such payments (but excluding, except as provided in connection arising solely from the second succeeding sentence, any tax imposed on Administrative Agent 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 having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement). If 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 (all such non-excluded taxes, levies, imposts, dutiescharges, fees, assessments deductions or other charges being referred to collectively as withholdings (“Non-Excluded Taxes”). If ) are required to be withheld from any Taxes are so levied or imposedamounts payable under this Agreement, the Borrower agrees shall increase the amounts payable to pay the full amount of Administrative Agent or such Taxes, and Lender to the extent necessary to yield to the Administrative Agent or such additional amounts as may be necessary so that every Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts due under payable hereunder at the rates or in the amounts specified in this Agreement or under any NoteAgreement; provided, after withholding or deduction for or on account of any Taxeshowever, will that the Borrower shall not be less than required to increase any such amounts payable to any Lender that is not organized under the amount provided for herein laws of the United States of America or in a state thereof (a “Non-U.S. Lender”) if such NoteLender fails to comply with the requirements of paragraph (b) of this Section 5.4. If Whenever any amounts Non-Excluded Taxes are payable in respect of Taxes pursuant by the Borrower, as promptly as possible thereafter the Borrower shall send to the preceding sentence, Administrative Agent for its own account or for the Borrower agrees to reimburse each Lender, upon the written request account of such Lender, for taxes imposed on as the case may be, a certified copy of an original official receipt (or measured by the net income or net profits of such Lender pursuant other evidence acceptable 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 acting reasonably) received by the Borrower showing payment thereof. If Non-Excluded Taxes are paid to or on behalf of by any Lender, the Borrower shall indemnify such Lender pursuant for such Non-Excluded Taxes (including penalties, interest and reasonable expenses), whether or not such Non-Excluded Taxes are correctly or legally asserted; provided, however, that the Borrower shall not be obligated to indemnify any Lender for any interest, penalties or expenses arising from the preceding sentence and in respect of any amounts paid to indemnitee’s gross negligence or on behalf of such Lender pursuant to this sentencewillful misconduct. The Borrower will furnish to agreements in this Section 5.4(a) shall survive the Administrative Agent within 45 days after the date termination of this Agreement and the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify Loans and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lenderall other amounts payable hereunder. (b) Each Non-U.S. Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, shall: (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of either (x) in the case of Non-U.S. Lender claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, United States Internal Revenue Service Form W-8BEN (together with a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), or (y) Internal Revenue Service Form W-8BEN or Form W-8ECI, Form W-8BEN in each case properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or reduced rate of, U.S. Federal withholding tax on payments by the Borrower under this Agreement; (ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower; and (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Borrower or the Administrative Agent; unless in any such case any change in treaty, law or regulation has occurred prior to the date on which any such delivery would otherwise be required that renders any such form inapplicable or would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender so advises the benefits Borrower and the Administrative Agent. Each Person that shall become a Participant pursuant to Section 13.6 or a Lender pursuant to Section 13.6 shall, upon the effectiveness of any income tax treatythe related transfer, be required to provide all the forms and statements required pursuant to this Section 5.4(b), provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Lender from which the related participation shall have been purchased. (c) The Borrower shall not be required to indemnify any Non-U.S. Lender, or Form W-8BEN to pay any additional amounts to any Non-U.S. Lender, in respect of U.S. Federal withholding tax pursuant to paragraph (a) above to the extent that (i) the obligation to withhold amounts with respect to U.S. Federal withholding tax existed on the portfolio interest exemptiondate such Non-U.S. Lender became a party to this Agreement (or, in the case of a Participant that is not organized under the laws of the United States of America or a state thereof (a “Non-U.S. Participant”), on the date such Non-U.S. Participant became a Participant hereunder); provided, however, that this clause (i) and shall not apply to the extent that (x) the indemnity payments or additional amounts any Lender (or Participant) would be entitled to receive (without regard to this clause (i)) do not exceed the indemnity payment or additional amounts that the person making the assignment, participation or transfer to such Lender (or Participant) would have been entitled to receive in the absence of such assignment, participation or transfer, or (y) such assignment, participation or transfer had been requested by the Borrower or, (ii) the obligation to pay such additional amounts would not have arisen but for a Section 5.04(b)(iifailure by such Non-U.S. Lender or Non-U.S. Participant to comply with the provisions of paragraph (b) Certificateabove or (iii) any of the representations or certifications made by a Non-U.S. Lender or Non-U.S. Participant pursuant to paragraph (b) above are incorrect at the time a payment hereunder is made, other than by reason of any change in treaty, law or regulation having effect after the date such representations or certifications were made. (d) If the Borrower determines in good faith that a reasonable basis exists for contesting any taxes for which indemnification has been demanded hereunder, the relevant Lender or the Administrative Agent, as applicable, shall cooperate with such Borrower in challenging such taxes at Borrower’s expense if so requested by Borrower. If any Lender or the Administrative Agent receives a refund of a tax for which a payment has been made by the Borrower pursuant to this Agreement, which refund in the good faith judgment of such Lender or the Administrative Agent, as the case may be, and is attributable to such other forms as may be required in order to confirm or establish the entitlement of payment made by such Borrower, then such Lender or the Administrative Agent, as the case may be, shall reimburse the Borrower for such amount (together with any interest received thereon) as such Lender or the Administrative Agent, as the case may be, reasonably determines to be the proportion of the refund as will leave it, after such reimbursement, in no better or worse position than it would have been in if the payment had not been required. Any Lender or the Administrative Agent shall claim any refund that it determines is available to it, unless it concludes in its reasonable discretion that it would be adversely affected by making such a continued exemption from claim. Neither any Lender nor the Administrative Agent shall be obliged to disclose any information regarding its tax affairs or reduction computations to the Borrower in United States withholding tax connection with this paragraph (d) or any other provision of this Section 5.4. (e) Each Lender represents and agrees that, on the date hereof and at all times during the term of this Agreement, it is not and will not be a conduit entity participating in a conduit financing arrangement (as defined in Section 7701(1) of the Code and the regulations thereunder) with respect to payments under this Agreement and any Note, or such Lender shall immediately notify the Borrowings hereunder unless the Borrower and the Administrative Agent of its inability has consented to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxesarrangement prior thereto.

Net Payments. (a) All payments made to the Banks and National City, as the Agent, by the Borrower hereunder and AeroCentury hereunder, under any Note or under any other Loan Document will be made without setoffset off, counterclaim or other defense. Except as provided in Section 5.04(b), all All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentencebelow, any tax imposed on or measured by the gross or net income or net profits of a Lender Bank (including all interest, penalties or similar liabilities related thereto) pursuant to the laws of the jurisdiction in which it is organized United States of America or any political subdivision thereof, or taxing authority of the jurisdiction United States of America or any political subdivision thereof, in which the principal office or applicable lending office of such Lender Bank is located or any subdivision thereof or therein) located), and all interest, penalties or similar liabilities with respect thereto (collectively, together with any amounts payable pursuant to the next sentence, "Taxes"). AeroCentury shall also reimburse each Bank, upon the written request of such non-excluded taxesBank, leviesfor Taxes imposed on or measured by the gross or net income of such Bank pursuant to the laws of the United States of America (or any State or political subdivision thereof), imposts, duties, fees, assessments or other charges the jurisdiction (all or any political subdivision or taxing authority thereof) in which the principal office or applicable lending office of such non-excluded taxes, levies, imposts, duties, fees, assessments Bank is located as such Bank shall determine are payable by such Bank due to the amount of Taxes paid to or other charges being referred on behalf of such Bank pursuant to collectively as “Taxes”)this or the preceding sentence. If any Taxes are so levied or imposed, the Borrower AeroCentury agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder, under this Agreement any Note or under any Noteother 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 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 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 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 AeroCentury will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law National City upon request certified copies of tax receipts evidencing such payment by the BorrowerAeroCentury. The Borrower agrees to AeroCentury will indemnify and hold harmless National City and each LenderBank, and reimburse National City or such Lender Bank upon its written request, for the amount of any Taxes so levied or imposed and paid or withheld by such Lender. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b)Bank. Notwithstanding anything to the contrary contained in Section 5.04(a)preceding paragraph, but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower AeroCentury shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes Taxes imposed by the United States of America (or any political subdivision or taxing authority thereof or thereinthereof) from interest, Fees fees or other amounts payable hereunder for the account of any Lender which Person other than a Bank (x) that is not a United States person domestic corporation (as such term is defined in Section 7701(a)(30) 7701 of the Code) for U.S. Federal federal income tax purposes (but excluding any foreign office of any Bank) or (y) that has necessary forms on file with AeroCentury for the applicable year to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence Taxes is not required as a result of the filing of such forms, provided that if AeroCentury shall so deduct or withhold any changes that are effective after such Taxes, it shall provide a statement to National City and such Bank, setting forth the Effective Date in amount of such Taxes so paid or withheld, the applicable rate and any applicable law, treaty, governmental rule, regulation, guideline other information or order, documentation which such Bank may reasonably request for assisting such Bank to obtain any allowable credits or deductions for the taxes so deducted or withheld in the interpretation thereof, relating jurisdiction or jurisdictions in which such Bank is subject to the deducting or withholding of such Taxestax.

Net Payments. (ai) All payments made by the applicable Borrower hereunder and or the Company under any Note will this Agreement and/or the Notes shall be made without setoffsetoff or counterclaim and (unless, counterclaim or other defense. Except as provided in Section 5.04(bthe case of Competitive Bid Loans only, otherwise agreed to between the Borrower and the Bank making any such Competitive Bid Loan), in such amounts as may be necessary in order that all such payments will be made free and clear of, and without (after deduction or withholding for, for or on account of any present or future taxes, levies, imposts, duties, fees, assessments duties or other charges of whatever whatsoever nature now or hereafter imposed by any jurisdiction or by any political sub-division or taxing authority thereof or therein with respect to such payments (but excludingGovernmental Authority, except as provided in the second succeeding sentence, other than any tax imposed on or measured by the net income or net profits of a Lender Bank pursuant to the income tax laws of the jurisdiction in which it United States or of the jurisdictions where such Bank's principal or Applicable Lending Office is organized located (collectively, "Taxes")) shall not be less than the amounts otherwise specified to be paid under this Agreement and/or the Notes. If the applicable Borrower or the jurisdiction in which Company is required by law to make any deduction or withholding from any payment due hereunder, then 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 amount payable will be increased to such non-excluded taxesamount which, levies, imposts, duties, fees, assessments or other charges (all after deduction from such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the Borrower agrees to pay the full increased amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement required to be deducted or under any Note, after withholding or deduction for or on account of any Taxeswithheld therefrom, will not be less than the amount provided for herein or in such Noteotherwise due and payable. If any amounts are payable in respect of Taxes pursuant Without prejudice to the preceding sentenceforegoing, if any Bank or the Administrative Agent is required to make any payment on account of Taxes, the Borrower agrees to Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each LenderBank, upon the written request of such LenderBank, for taxes imposed on or measured by the net income or net profits of such Lender Bank pursuant to the laws of the United States of America, any State or political subdivision thereof, or the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender Bank 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 Bank shall determine are payable by, or withheld from, by such Lender, Bank in respect of such amounts so Taxes paid to or on behalf of such Lender Bank pursuant to Section 2. For purposes of this Section, the preceding sentence term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as to any additional amounts payable to a Bank under this Section 2.10(f) submitted to the Company by such Bank shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any amounts paid Taxes, the Company shall promptly furnish to or on behalf each Bank such certificates, receipts and other documents as may be required (in the judgment of such Lender pursuant Bank) to this sentence. The Borrower will furnish establish any tax credit to which such Bank may be entitled. (ii) Each Bank shall supply to the Administrative Agent Company, within 45 days a reasonable period after the date the payment of any Taxes is due pursuant to applicable law certified copies execution of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lenderthis Agreement, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed executed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN 1001 (with respect which indicates that the respective Bank is entitled to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption receive interest exempt from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (iitax) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii) Certificate, as the case may beForms, and shall update such other forms Forms as may be required necessary in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitledretain their effectiveness, to the extent it each such Bank is required legally entitled to do so execute and deliver either of such Forms. (iii) With respect to any Taxes which are paid by law, to deduct or withhold income or similar taxes imposed by any Borrower in accordance with the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account provisions of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(b) or (II) in 2.10(f), each Bank receiving the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding benefits of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), the Borrower payments of Taxes hereby agrees to pay to such Borrower any additional amounts and refunded to indemnify each Lender such Bank which such Bank determines in the manner set forth in Section 5.04(a) (without regard its sole discretion to the identity of the jurisdiction requiring the deduction or withholding) be a refund in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes.

Net Payments. (a) All payments made by the Borrower hereunder and under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division 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 (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the 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 shall be obligated to reimburse each Lender, upon the written request of such 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 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 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 such Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.13 or 13.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a x)a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii4.04(b)(ii) Certificate”) and (y) two y)two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii4.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b4.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the x)the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the y)the Borrower shall not be obligated pursuant to Section 5.04(a4.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(b4.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 4.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxesincome or similar taxes.

Net Payments. (a) All payments made by the Borrower hereunder and Borrowers hereunder, under any Note or any other Credit Document, will be made without setoff, counterclaim or other defense. Except as provided for in Section 5.04(bsection 5.4(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, excluding any tax imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in under which it such Lender is organized or the jurisdiction in which the principal office or applicable lending office 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-non excluded taxes, levies, levies imposts, duties, fees, assessments or other charges (all such non-excluded taxes, nonexcluded taxes levies, imposts, duties, fees, fees assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the Borrower Company agrees to pay the full amount of such Taxes, Taxes and such additional amounts as may be necessary so that every payment by it of all amounts due hereunder, under this Agreement any Note or under any Noteother Credit Document, after withholding or deduction for or on account of any Taxes, Taxes will not be less than the amount provided for herein or in such NoteNote or in such other Credit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower Company agrees to reimburse each Lender, upon the written request of such Lender, 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 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 Applicable Lending Office of such Lender is located and for any withholding of income or similar taxes imposed by the United States of America as such Lender shall determine are payable by, or withheld from, such Lender, 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, which request shall be accompanied by a statement from such Lender setting forth, in reasonable detail, the computations used in determining such amounts. The Borrower Company will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts receipts, or other evidence satisfactory to the Lender, evidencing such payment by the BorrowerCompany. The Borrower agrees to Company will indemnify and hold harmless the Administrative Agent and each Lender, and reimburse the Administrative Agent or such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid or withheld by such Lender. (b) Each Lender that is not a United States person (as such term is defined in Section section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver provide to the Borrower Company and the Administrative Agent on or prior to the Effective Date orDate, or in the case cases of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) section 13.4 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfertransfer and such Lender is in compliance with the provisions of this section 5.4(b)), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI W-8BEN or Form W-8BEN (with respect to a complete exemption under an income tax treaty) W-8EIC (or successor forms) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under Agreement, any NoteNote or any other Credit Document, or (ii) if the Lender is not a “"bank” " within the meaning of Section section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI W-8BEN or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) W-8EIC pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D F (any such certificate, a “"Section 5.04(b)(ii5.4(b)(ii) Certificate”") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) W-8 (or successor form) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under Agreement, any NoteNote or any other Credit Document. In addition, each Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender it will deliver to the Borrower Company and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty)or W-8EIC, or Form W-8BEN (with respect to the portfolio interest exemption) W-8 and a Section 5.04(b)(ii5.4(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and Agreement, any NoteNote or any other Credit Document, or such Lender it shall immediately notify the Borrower Company and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(bsection 5.4(b). Notwithstanding anything to the contrary contained in Section 5.04(asection 5.4(a), but subject to Section 13.04(bsection 13.4(c) and the immediately succeeding sentence, (x) the Borrower Company shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or other similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section section 7701(a)(30) of the Code) for U.S. Federal United States federal income tax purposes to the extent that such Lender and which has not provided to the Borrower U.S. Internal Revenue Service Forms Company such forms that establish a complete exemption from such deduction or withholding and (y) the Borrower Company shall not be obligated pursuant to Section 5.04(asection 5.4(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if or any additional amounts with respect thereto (I) if such Lender has not provided to the Borrower Company the Internal Revenue Service Forms forms required to be provided to the Borrower Company pursuant to this Section 5.04(bsection 5.4(b) or (II) in the case of a payment, payment other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 section 5.4 and except as set forth specifically provided for in Section 13.04(bsection 13.4(c), the Borrower Company agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(asection 5.4(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts Taxes deducted or withheld by it as described in the immediately preceding previous sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such income or similar Taxes. (c) If any Lender, in its sole opinion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes paid as to which indemnification has been paid by the Company pursuant to this section, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses; provided, that the Company agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Company with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund. (d) Reference is hereby made to the provisions of section 2.9(d) for certain limitations upon the rights of a Lender under this section.

Net Payments. (a) All payments made by the Borrower hereunder and or under any Note will be made without setoffset-off, counterclaim or other defense. Except as provided in Section 5.04(b4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division 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 Lender, or any franchise tax based on the net income or net profits of a Lender, 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 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 Except as provided in Section 4.04(b), 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 sentencesentence of this Section 4.04(a), then the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or net profits of such Lender Lender, or any franchise tax based on the net income or net profits of such Lender, in either case 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 income or similar taxes as such Lender shall determine are payable by, or withheld from, such Lender, 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 within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied that arise from the failure of the Borrower to pay any Taxes when due to the appropriate Tax authority and that become payable by the Administrative Agent or imposed and paid by any Lender as a result of any such Lenderfailure. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date orDate, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 Sections 1.13 or 13.04(b) 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii4.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii4.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form form or Certificate, in which case such Lender shall not be required to deliver any such Form form or Certificate pursuant to this Section 5.04(b4.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a4.04(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(b4.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 4.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes; provided that the Lender complies with the foregoing provisions of this Section 4.04(b) with respect to providing forms and certificates. (c) If the Borrower pays any additional amount under this Section 4.04 to a Lender and such Lender determines in its sole discretion that it has actually received or realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid (a “Tax Benefit”), such Lender shall pay to the Borrower an amount that the Lender shall, in its sole discretion, deter mine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such Tax Benefit; provided, however, that (i) any Lender may determine, in its sole discretion consistent with the policies of such Lender, whether to seek a Tax Benefit; (ii) any Taxes that are imposed on a Lender as a result of a disallowance or reduction (including through the expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expired) of any Tax Benefit with respect to which such Lender has made a payment to the Borrower pursuant to this Section 4.04(c) shall be treated as a Tax for which the Borrower is obligated to indemnify such Lender pursuant to this Section 4.04 without any exclussions or defenses; and (iii) nothing in this Section 4.04(c) shall require the Lender to disclose any confidential information to the Borrower (including, without limitation, its tax returns).

Net Payments. (a) All payments made by the Borrower hereunder and or under any Note will be made without setoff, counterclaim or other defensedefense (which payment shall not be deemed a waiver of any claims under this Agreement). Except as provided in Section 5.04(b)2.06, all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division subdivision or taxing authority thereof or therein with respect to such payments payment (but excluding, except as provided in the second succeeding sentence, any tax (including any franchise 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 thereto (all such non-excluded nonexcluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Note, after withholding or deduction for or on account of any 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 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, 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; provided, however, that no such reimbursement shall be required unless such Lender determines that the amount of such Taxes exceeds the amount of any credit, allowance or deduction allowable to such Lender as an offset against any taxes payable on behalf of such Lender and in such event reimbursement shall not be required in any amount greater than such excess. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each LenderLender and the Administrative Agent, and reimburse such Lender and the Administrative Agent upon its written request, for the amount of any Taxes so levied or imposed and paid by such LenderLender or the Administrative Agent. A certificate as to the amount of any such required indemnification payment prepared by such Lender or the Administrative Agent shall be final, conclusive and binding for all purposes absent manifest error. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Admin- istrative Agent on or prior to the Effective Date orClosing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.10 or 13.04(b) Section 11.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) 1001 (or successor forms) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI 1001 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D B (any such certificate, a “"Section 5.04(b)(ii2.06(b)(ii) Certificate”") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) W-8 (or successor form) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Effective Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender it will deliver promptly to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty)4224 or 1001, or Form W-8BEN (with respect to the portfolio interest exemption) W-8 and a Section 5.04(b)(ii2.06(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b2.06(b). Notwithstanding anything to the contrary contained in Section 5.04(a2.06(a), but subject to Section 13.04(b11.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a2.06(a) hereof to gross-gross up payments to be made to a Lender in respect of income withholding or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(b2.06(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 2.06 and except as set forth in Section 13.04(bSec- tion 11.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender and the Administrative Agent in the manner set forth in Section 5.04(a2.06(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Closing Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such income or similar Taxes.

Net Payments. (a) All payments made by the Borrower hereunder and hereunder, under any Note will or any other Credit Document, shall be made without setoff, counterclaim or other defense. Except as provided for in Section 5.04(b5.4(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax tax, imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in under which it such Lender is organized or the jurisdiction in which the principal office or applicable lending office 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, levies imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, fees assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, Taxes and such additional amounts as may be necessary so that every payment by it of all amounts due hereunder, under this Agreement any Note or under any Noteother Credit Document, after withholding or deduction for or on account of any Taxes, Taxes will not be less than the amount provided for herein or in such NoteNote or in such other Credit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, 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 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 Applicable Lending Office of such Lender is located and for any withholding of income or similar taxes imposed by the United States of America as such Lender shall determine are payable by, or withheld from, such Lender, 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, which request shall be accompanied by a statement from such Lender setting forth, in reasonable detail, the computations used in determining such amounts. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts receipts, or other evidence satisfactory to the Lender, evidencing such payment by the Borrower. The Borrower agrees to will indemnify and hold harmless the Administrative Agent and each Lender, and reimburse the Administrative Agent or such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid or withheld by such Lender. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver provide to the Borrower and the Administrative Agent on or prior to the Effective Date orClosing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) 12.4 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfertransfer and such Lender is in compliance with the provisions of this Section 5.4(b)), on the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent: (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 1001, 4224, W-8BEN, W-8ECI, W-8EXP or Form W-8BEN (with respect to a complete exemption under an income tax treaty) W-8IMY (or successor successor, substitute or other appropriate forms) certifying to such Lender’s entitlement as of such date to a complete exemption from from, or a reduced rate of withholding from, United States withholding tax with respect to payments to be made under this Agreement and under Agreement, any NoteNote or any other Credit Document, or (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either the appropriate Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect Forms referred to a complete exemption under an income tax treaty) (or any successor forms) pursuant to in clause (i) above, (x) a certificate substantially in form and substance satisfactory to the form of Exhibit D Administrative Agent (any such certificate, a an “Section 5.04(b)(ii) Exemption Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) other appropriate documentation certifying to such Lender’s entitlement as of such date to a complete exemption from from, or reduced rate of withholding from, United States withholding tax with respect to payments of interest to be made under this Agreement and under Agreement, any NoteNote or any other Credit Document. In addition, each Lender agrees that from time to time after the Effective Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty)Form, or Form W-8BEN (with respect to the portfolio interest exemption) an Exemption Certificate and a Section 5.04(b)(ii) Certificaterelated documentation, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and Agreement, any NoteNote or any other Credit Document, or such Lender it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or CertificateExemption Certificate and related documentation, in which case such Lender shall not be required to deliver any such Form or Exemption Certificate and related documentation pursuant to this Section 5.04(b5.4(b). Notwithstanding anything to the contrary contained in Section 5.04(a5.4(a), but subject to Section 13.04(b12.4(c) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or other similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees fees or other amounts payable hereunder for the account of any Lender which that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal United States federal income tax purposes and that has not provided to the extent Borrower such Forms or such Exemption Certificate and related documentation that establish a complete exemption from or reduction in the rate of such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.4(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States or any additional amounts with respect thereto (i) if such Lender has not provided to the Borrower U.S. the Internal Revenue Service Forms forms required to be provided to the Borrower pursuant to this Section 5.4(b) or (ii) in the case of a payment other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in Section 5.4(a), but subject to Section 12.4(c) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or other similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for United States federal income tax purposes and that has not provided to the Borrower such forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a5.4(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States or any additional amounts with respect thereto (i) if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms forms required to be provided to the Borrower pursuant to this Section 5.04(b5.4(b) or (IIii) in the case of a payment, payment other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 5.4 and except as set forth specifically provided for in Section 13.04(b12.4(c), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a5.4(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts Taxes deducted or withheld by it as described in the immediately preceding previous sentence as a result of any changes that are effective after the Effective Closing Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such income or similar Taxes. (c) If any Lender, in its sole opinion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes paid as to which indemnification has been paid by the Borrower pursuant to this Section, it shall promptly remit such refund (including any interest received in respect thereof), net of all actual out-of-pocket costs and expenses; provided, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.

Net Payments. (a) All payments made by the Borrower Borrowers hereunder and under any Note will be ------------ made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b3.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second two succeeding sentencesentences, any tax taxes imposed on or measured by the net income or net profits of a Lender 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 Lender Bank is located or any subdivision thereof or therein) ), and all any interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the each applicable Borrower agrees to pay the full amount of such TaxesTaxes levied in respect of the payments of such Borrower, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this Agreement or under any NoteAgreement, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein provided, however, that no such Borrower shall be required to increase any such amounts payable to any Bank (or in assignee of such NoteBank) that is not organized under the laws of the United States if such Bank fails to comply with subsection (b) of this Section 3.04. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to reimburse each LenderBank, upon the written request of such LenderBank, for taxes imposed on or measured by the net income or net profits of such Lender Bank 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 Bank 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 Bank is located and for any withholding or income or similar taxes imposed by the United States of taxes America as such Lender Bank shall determine are payable by, or withheld from, such Lender, Bank in respect of such amounts so paid to or on behalf of such Lender Bank pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender Bank pursuant to this sentence. The Borrower Borrowers will furnish to the Administrative Agent Operations Agent, within 45 days after the date the payment of any Taxes is are due pursuant to applicable law law, certified copies of tax receipts evidencing such payment by the BorrowerBorrowers. The Borrower agrees Borrowers agree to indemnify and hold harmless each LenderBank, and reimburse such Lender each Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such LenderBank. (b) Each Lender that Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees (i) to deliver provide to the Borrower Borrowers and the Administrative Agent Operations Agent, on or prior to the Effective Date orDate, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) 1001 certifying to such Lender’s Bank's entitlement as of such date to a complete an exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A(x) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption any such Bank that is an assignee or transferee of an interest under an income tax treaty) (or any successor forms) this Agreement pursuant to clause Section 1.12 or 12.04 (i) aboveunless the respective Bank was already a Bank hereunder immediately prior to such assignment or transfer), (x) a certificate substantially in upon the form date of Exhibit D (any such certificateassignment or transfer to such Bank, a “Section 5.04(b)(ii) Certificate”) and (y) with respect to any such Bank, from time to time upon the reasonable written request of the Borrowers or the Operations Agent after the Effective Date, such Bank will provide to the Borrowers and the Operations Agent two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) 4224 or Form 1001 (or any successor formforms) certifying to such Lender’s Bank's entitlement as of such date to a complete an exemption from from, or reduction in, United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after or it shall promptly notify the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender will deliver to the Borrower Borrowers and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender shall immediately notify the Borrower and the Administrative Operations Agent of its inability as a result of a change in law or treaty to deliver any such Form form or Certificatecertificate, in which case such Lender Bank shall not be required to deliver any such Form form or Certificate certificate pursuant to this Section 5.04(bclause (b). Notwithstanding anything to the contrary contained in Section 5.04(a3.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower Borrowers shall be entitled, to the extent it is they are required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees fees or other amounts payable hereunder (without any obligation to pay the respective Bank additional amounts with respect thereto) for the account of any Lender Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender and which has not provided to the such Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms forms required to be provided to the Borrower Borrowers pursuant to the first sentence of this Section 5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes3.04(b). Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b12.04(b), the each Borrower agrees to pay any additional amounts and to indemnify each Lender Bank in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding3.04(a) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes provided, however, that the Borrowers shall not be obligated to indemnify a Bank for any amount so withheld or deducted as a result of a failure of such TaxesBank to comply with any certification, indemnification or other reporting requirements of this Section 3.04 if compliance with such requirements is a precondition to exemption from, or reduction in, United States withholding tax with respect to payments made under this Agreement, including without limitation, the delivery by such Bank of the forms specified in this Section 3.04(b); provided further, however, that the Borrowers' obligation to pay such additional amounts (other than amounts incurred as a result of such delay) shall be reinstated upon receipt of such forms specified in this Section 3.04(b) or evidence that action with respect to obtaining such exemption or reduction has been taken. (c) If the Borrowers are compelled to make the additional payments required by subsections (a) and (b) of this Section 3.04, the Borrowers are entitled to remove the Bank with respect to which such payment is made if such payment is in excess of additional payments charged by other Banks, provided that no Bank shall be removed unless and until all obligations owing to such Bank hereunder have been paid in full. (d) Any Bank claiming any additional amounts payable pursuant to this Section 3.04 shall use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to take any actions permissible if the taking of such action would avoid the need for, or reduce the amount of, any such additional amounts which may thereafter accrue and would not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank including changing the jurisdiction of its lending office. If such additional amounts cannot be eliminated by such actions, the Borrowers shall have the right to replace the affected Bank hereunder with a Bank not so affected which is reasonably acceptable to the Agents and a majority of the remaining Banks upon payment to such affected Bank of outstanding principal, accrued interest and fees and all other amounts due pursuant to this Agreement, including any amounts payable hereunder. No replacement of a Bank shall be made pursuant hereto if, after giving affect thereto, any amount shall be owing to such replaced Bank.

Net Payments. (a) All payments made by the Borrower hereunder and hereunder, under any Note or any other Loan Document, will be made without setoff, counterclaim or other defense. Except as provided for in Section 5.04(bsection 4.4(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax tax, imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in under which it such Lender 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 (all such non-excluded taxes, nonexcluded taxes levies, imposts, duties, fees, fees assessments or other charges being referred to collectively as “Taxes”"TAXES"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, Taxes and such additional amounts as may be necessary so that every payment of all amounts due hereunder, under this Agreement any Note or under any Noteother Loan Document, after withholding or deduction for or on account of any Taxes, Taxes will not be less than the amount provided for herein or in such NoteNote or in such other Loan Document. 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, 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 income or similar taxes imposed by the United States of America as such Lender shall determine are payable by, or withheld from, such Lender, 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, which request shall be accompanied by a statement from such Lender setting forth, in reasonable detail, the computations used in determining such amounts. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts receipts, or other evidence satisfactory to the Lender, evidencing such payment by the Borrower. The Borrower agrees to will indemnify and hold harmless the Administrative Agent and each Lender, and reimburse the Administrative Agent or such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid or withheld by such Lender. (b) Each Lender that is not a United States person (as such term is defined in Section section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver provide to the Borrower and the Administrative Agent on or prior to the Effective Date orDate, or in the case cases of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) section 12.4 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfertransfer and such Lender is in compliance with the provisions of this section 4.4(b)), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes.Service

Net Payments. (a) All payments made by the any Borrower or Designee hereunder and or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentencebelow, any tax imposed on or measured by the net income or net profits of a Lender Bank pursuant to the laws of the jurisdiction in which it is organized (or the jurisdiction any political subdivision or taxing authority thereof or therein) in which the principal office or applicable lending office Applicable Lending Office of such Lender Bank is located or any subdivision thereof or thereinlocated) and all interest, penalties or similar liabilities with respect to such non-excluded taxesthereto (collectively, 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 so levied or imposed, the each Borrower agrees to pay (on a pro rata basis) the full amount of such Taxes, Taxes and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement hereunder 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 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 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 Each Borrower will furnish to the Administrative Agent applicable Bank 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 such Borrower. The Each Borrower agrees to (on a pro rata basis) will indemnify and hold harmless each LenderBank, and reimburse such Lender each Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such LenderBank. (b) Each Lender that Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees (i) in the case of any such Bank that is a "bank" within the meaning of Section 881(c)(3)(A) of the Code and which constitutes a Bank hereunder on the Effective Date, to deliver provide to the Borrower FSA and the Administrative Agent on or prior to the Effective Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) 1001 certifying to such Lender’s Bank's entitlement as of such date to a complete an exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if in the Lender case of any such Bank that is not a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code Code, that, to the extent legally entitled to do so, (A) with respect to a Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 12.04(b) (unless the respective Bank was already a Bank hereunder immediately prior to such assignment or transfer), upon the date of such assignment or transfer to such Bank, and cannot deliver either (B) with respect to any such Bank, from time to time upon the reasonable written request of FSA after the Effective Date, such Bank will provide to FSA two original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) 1001 (or any successor forms) pursuant certifying to such Bank's entitlement to an exemption from, or reduction in, United States withholding tax with respect to payments to be made under this Agreement and under any Note, (iii) in the case of a Bank other than a Bank described in clause (i) or (ii) above, (x) a certificate substantially in to provide to FSA on or prior to the form of Exhibit D (any such certificateEffective Date, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) W-8, certifying to such Lender’s Bank's entitlement as at the date of such date certificate, to a complete an exemption from United States U.S. withholding tax under the provisions of Section 881(c) of the Code with respect to payments of interest to be made under this Agreement and under any Note. In additionNote and (iv) in the case of any such Bank (other than a Bank described in clause (i) or (ii) above), each Lender agrees to the extent legally entitled to do so (A) with respect to a Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 12.04(b) (unless the respective Bank was already a Bank hereunder immediately prior to such assignment or transfer), upon the date of such assignment or transfer to such Bank, and (B) with respect to any such Bank, from time to time upon the reasonable written request of FSA after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect provide to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii) Certificate, as the case may be, and FSA such other forms as may be required in order to confirm or establish the entitlement of such Lender Bank to a continued an exemption from or reduction in United States withholding tax with respect to payments under this Agreement and under any Note, or such Lender shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the any Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes Taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees fees or other amounts payable hereunder (without any obligation to pay the respective Bank additional amounts with respect thereto) for the account of any Lender Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender and which has not provided to the relevant Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms forms required to be provided to the such Borrower pursuant to the first sentence of this Section 5.04(b4.04(b) (or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxeswithholding). Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b12.04(b), the each Borrower agrees to pay any additional amounts and to indemnify each Lender Bank in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding4.04(a) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes.

Net Payments. (a) All payments made to the Bank by CLC hereunder, under the Borrower hereunder and Note or under any Note other Loan Document will be made without setoffset off, counterclaim or other defense. Except as provided in Section 5.04(b), all All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentencebelow, any tax imposed on or measured by the gross or net income of the Bank (including all interest, penalties or net profits of a Lender similar liabilities related thereto) pursuant to the laws of the jurisdiction in which it is organized United States of America or any political subdivision thereof, or taxing authority of the jurisdiction United States of America or any political subdivision thereof, in which the principal office or applicable lending office of such Lender the Bank is located or any subdivision thereof or therein) located), and all interest, penalties or similar liabilities with respect thereto (collectively, together with any amounts payable pursuant to such non-excluded taxesthe next sentence, levies"Taxes"). CLC shall also reimburse the Bank, impostsupon the written request of the Bank, dutiesfor Taxes imposed on or measured by the gross or net income of the Bank pursuant to the laws of the United States of America (or any State or political subdivision thereof), fees, assessments or other charges the jurisdiction (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred any political subdivision or taxing authority thereof) in which the principal office or applicable lending office of the Bank is located as the Bank shall determine are payable by the Bank due to collectively as “Taxes”)the amount of Taxes paid to or on behalf of the Bank pursuant to this or the preceding sentence. If any Taxes are so levied or imposed, the Borrower CLC agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder, under this Agreement the Note or under any Noteother Loan Document, after Credit Agreement, June 16, 1997 - 14 - Chemical ▇▇▇▇▇▇ Corporation withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such the 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 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 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 CLC will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law Bank upon request certified copies of tax receipts evidencing such payment by the BorrowerCLC. The Borrower agrees to CLC will indemnify and hold harmless each Lenderthe Bank, and reimburse such Lender the Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such TaxesBank.

Net Payments. (a) All payments made by Holdings or the ------------ Borrower hereunder, or by the Borrower hereunder and under any Note Note, will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter here after imposed by any jurisdiction or by any political sub-division 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 Bank pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction any political subdivision or taxing authority thereof or therein in which the principal office or applicable lending office of such Lender Bank is located or any subdivision thereof or thereinlocated) and all interest, penalties or similar liabilities with respect to such non-excluded taxesthereto (collectively, 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 so levied or imposed, the Borrower agrees and Holdings 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 hereunder 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, then the Borrower agrees and Holdings shall jointly and severally be obligated to reimburse each LenderBank, upon the written request of such LenderBank, for taxes imposed on or measured by the net income or net profits of such Lender Bank pursuant to the laws of the jurisdiction in which such Lender is organized or any political subdivision or taxing authority thereof or therein in which the principal office or applicable lending office of such Lender Bank 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 Bank shall determine are payable by, or withheld from, by such Lender, Bank in respect of such amounts so paid to or on behalf of such Lender Bank pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender Bank pursuant to this sentence. The Borrower or Holdings, as the case may be, 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 BorrowerBorrower or Holdings. The Borrower agrees and Holdings jointly and severally agree to indemnify and hold harmless each LenderBank, and reimburse such Lender Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such LenderBank. (b) Each Lender Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date orDate, or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) 14.04 (unless the respective Lender Bank was already a Lender Bank hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such LenderBank, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) 1001 (or successor forms) certifying to such Lender’s Bank's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender Bank is not a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI 1001 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “"Section 5.04(b)(ii4.04(b)(ii) Certificate”") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) W-8 (or successor form) certifying to such Lender’s Bank's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender Bank agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender it will deliver to the Borrower Holdings and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty)4224 or 1001, or Form W-8BEN (with respect to the portfolio interest exemption) W-8 and a Section 5.04(b)(ii4.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender Bank to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender it shall immediately notify the Borrower Holdings and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender Bank shall not be required to deliver any such Form or Certificate form of certificate pursuant to this Section 5.04(b4.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees fees or other amounts payable hereunder for the account of any Lender Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender Bank has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a4.04(a) hereof to gross-up payments to be made to a Lender Bank in respect of income or similar taxes imposed by the United States if (I) such Lender Bank has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(b4.04(b) or (II) in the case of a payment, other than interest, to a Lender Bank described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b)4.04, the Borrower agrees to pay any additional amounts and to indemnify each Lender Bank in the manner set forth in Section 5.04(a4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such income or similar Taxes.

Net Payments. (a) All payments made to the Banks and the Agent by the Borrower hereunder and Borrowers hereunder, under any Note or under any other Loan Document will be made without setoffset off, counterclaim or other defense. Except as provided in Section 5.04(b), all All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature nature, now or hereafter imposed imposed, by any jurisdiction or by any political sub-division subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in below, any Bank Taxes (as defined herein)), and all interest, penalties or similar liabilities with respect thereto (collectively, together with any amounts payable pursuant to the second succeeding next sentence, any tax "Taxes"). The Borrowers shall also reimburse each Bank, upon the written request of such Bank, for Taxes imposed on or measured by the gross or net income or net profits of a Lender such Bank pursuant to the laws of the jurisdiction in which it is organized United States of America (or any State or political subdivision thereof), or the jurisdiction (or any political subdivision or taxing authority thereof) in which the principal office or applicable lending office of such Lender Bank is located (collectively, "Bank Taxes") as such Bank shall determine are payable by such Bank due to the amount of Taxes paid to or any subdivision thereof on behalf of such Bank pursuant to this or therein) 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”)the preceding sentence. If any Taxes are so levied or imposed, the each Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder, under this Agreement any Note or under any Noteother 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 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 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 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 Each Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law upon request certified copies of tax receipts evidencing such payment by the such Borrower. The Borrower agrees to Borrowers will, on a joint and several basis, indemnify and hold harmless the Agent and each LenderBank, and reimburse the Agent or such Lender Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such TaxesBank.

Net Payments. (a) All payments made by the Borrower Borrowers hereunder and or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b), all All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentencebelow, any tax imposed on or measured by the net income or net profits of a Lender Bank pursuant to the laws of the jurisdiction in which it is organized (or the jurisdiction any political subdivision or taxing authority thereof or therein) in which the principal office or applicable lending office Applicable Lending Office of such Lender Bank is located or any subdivision thereof or therein("Excluded Taxes") and all interest, penalties or similar liabilities with respect thereto (collectively, "Taxes"). The Borrowers shall reimburse each Bank, upon the written request of such Bank, for Excluded Taxes in respect of amounts paid to or on behalf of such 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 Bank pursuant to collectively as “Taxes”)the preceding sentence. If any Taxes are so levied or imposed, the Borrower agrees Borrowers agree to pay the full amount of such Taxes, Taxes and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement hereunder 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 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 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 Borrowers will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the BorrowerBorrowers. The Borrower agrees to Borrowers will indemnify and hold harmless each LenderBank, and reimburse such Lender Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such LenderBank. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date or, in the case of a Lender that is Bank shall designate an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer)Applicable Lending Office that, on the date of this Agreement or (in the case of any Person that becomes a Bank hereunder by means of an assignment) on the date that such assignment or transfer Bank becomes a party hereto, is entitled to such Lendera zero rate of United States withholding tax on all payments made hereunder by OFI and OCI. On the date of this Agreement, (i) two accurate each Bank organized under the laws of a jurisdiction outside the United States has provided OFI and complete original signed copies of OCI with the forms prescribed by the Internal Revenue Service Form W-8ECI of the United States (currently Forms W-8BEN or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor formsW-8ECI) certifying to such Lender’s entitlement as of such date to a complete Bank's exemption from United States withholding tax taxes with respect to all payments to be made to such Bank hereunder and under the Notes as at the date of such certificate. Each Bank shall provide such forms (or appropriate replacement forms) on an updated basis from time to time if requested by OFI or OCI. Unless the Borrowers have received forms or other documents satisfactory to them indicating that payments hereunder or under any Note are not subject to withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, OFI and OCI shall withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Bank organized under the laws of a jurisdiction outside the United States. If any Bank organized under the laws of a jurisdiction outside the United States fails to provide OFI and OCI, with the prescribed forms referred to in the second, third and fourth sentences of this Section 4.03(b), and notwithstanding Section 11.14, the Borrowers shall not be required to compensate such Bank under Section 4.03(a) for the amount of taxes withheld pursuant to the immediately preceding sentence; provided that this sentence shall be inapplicable to any Bank that is not able to make the certification set forth in such prescribed forms as a result of a change in United States federal income tax law, regulation or interpretation occurring after the date of this Agreement, or to an amendment, modification or revocation of an applicable tax treaty or a change in official position regarding the application or interpretation thereof, in each case, occurring after the date hereof. (c) In respect of Loans to OFP, each Bank shall designate an Applicable Lending Office that, on the date of this Agreement or (in the case of any Person that becomes a Bank hereunder by means of an assignment) on the date such Bank becomes a party hereto is either (i) within the charge to United Kingdom corporation tax in respect of interest in respect of an advance by a person that was a bank (for the purposes of Section 349 Income and under any Note, Corporation Taxes Act 1988) at the time the advance was made; or (ii) if resident in a country with which the Lender United Kingdom has a double taxation agreement which makes provision for full exemption from United Kingdom taxation on interest and does not carry on business in the United Kingdom through a permanent establishment with which the payment is not effectively connected (each such bank which is so resident being hereinafter in this Section 4.03 referred to as a “bank” "Treaty Lender"). If any Bank ceases to be within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, or (xii) a certificate substantially above other than by reason of any change after the date of this Agreement in (or in the form interpretation, administration or application of) any law or double taxation agreement or any published practice or concession of Exhibit D any relevant taxing authority, the Borrowers shall not be required to compensate such Bank under Section 4.03(a) for the amount of taxes withheld pursuant to the immediately preceding sentence. Any Bank within clause (ii) above shall cooperate with OFP in promptly completing any procedural formalities necessary for OFP to obtain authorization to make interest payments without deduction for UK income tax. (d) Each Treaty Lender irrevocably appoints the Administrative Agent to Act as syndicate manager under, and authorizes the Administrative Agent to operate, and take any action necessary or desirable under, the PTR Scheme in connection with the Facility. Each Treaty Lender shall cooperate with the Administrative Agent in completing any procedural formalities necessary under the PTR Scheme, and shall promptly supply to the Administrative Agent such certificateinformation as the Administrative Agent may request in connection with the operation of the PTR Scheme. Each Treaty Lender without limiting the liability of any Borrower under this Agreement, shall, within five Business Days of demand, indemnify the Administrative Agent for any liability or loss incurred by the Administrative Agent as a result of the Administrative Agent acting as syndicate manager under the PTR Scheme in connection with the Treaty Lender's participation in any Loan (except to the extent that the liability or loss arises directly from the Administrative Agent's gross negligence of willful misconduct). Each Treaty Lender shall, within five Business Days of demand, indemnify each Borrower for any Tax which such Borrower becomes liable to pay in respect of any payments made to such Treaty Lender arising as a result of any incorrect information supplied by such Treaty Lender which results in a provisional authority issued by the UK Inland Revenue under the PTR Scheme being withdrawn. Each Borrower acknowledges that it is fully aware of its contingent obligations under the PTR Scheme and shall (i) promptly supply to the Administrative Agent such information as the Administrative Agent may request in connection with the operation of the PTR Scheme; and (ii) act in accordance with any provisional notice issued by the UK Inland Revenue under the PTR Scheme. The Administrative Agent agrees to provide, as soon as reasonably practicable, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies copy of Internal Revenue Service Form W-8BEN (any provisional authority issued to it under the PTR Scheme in connection with respect any Loan to those Borrowers specified in such provisional authority. Each of the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In additionBorrowers, each Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender will deliver to the Borrower Treaty Lenders and the Administrative Agent two new accurate and complete original signed copies acknowledges that the Administrative Agent: (i) is entitled to rely completely upon information provided to it in connection with this clause; (ii) is not obliged to undertake any inquiry into the accuracy of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to such information nor into the benefits status of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii) CertificateTreaty Lender or, as the case may be, Borrower providing such information; and such other forms as may be required in order (iii) shall have no liability to confirm or establish any person for the entitlement accuracy of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b). Notwithstanding anything information it submits to the contrary contained UK Inland Revenue in Section 5.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to connection with this Section 5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxesclause.

Net Payments. (a) All payments made by the Borrower hereunder and hereunder, under any Note or any other Credit Document, will be made without setoff, counterclaim or other defense. Except as provided for in Section 5.04(bsection 5.4(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax tax, imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in under which it such Lender is organized or the jurisdiction in which the principal office or applicable lending office 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-non excluded taxes, levies, levies imposts, duties, fees, assessments or other charges (all such non-excluded taxes, nonexcluded taxes levies, imposts, duties, fees, fees assessments or other charges being referred to collectively as “Taxes”"TAXES"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, Taxes and such additional amounts as may be necessary so that every payment by them of all amounts due hereunder, under this Agreement any Note or under any Noteother Credit Document, after withholding or deduction for or on account of any Taxes, Taxes will not be less than the amount provided for herein or in such NoteNote or in such other Credit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, 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 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 Applicable Lending Office of such Lender is located and for any withholding of income or similar taxes imposed by the United States of America as such Lender shall determine are payable by, or withheld from, such Lender, 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, which request shall be accompanied by a statement from such Lender setting forth, in reasonable detail, the computations used in determining such amounts. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts receipts, or other evidence satisfactory to the relevant Lender, evidencing such payment by the Borrower. The Borrower agrees to will indemnify and hold harmless the Administrative Agent and each Lender, and reimburse the Administrative Agent or such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid or withheld by such Lender. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes Foreign Lender agrees to deliver provide to the Borrower and the Administrative Agent on or prior to the Effective Date orDate, or in the case cases of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) section 12.4 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfertransfer and such Lender is in compliance with the provisions of this section 5.4(b)), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN or W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under Agreement, any NoteNote or any other Credit Document, or (ii) if the Lender is not a “"bank” " within the meaning of Section section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8BEN or W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D H (any such certificate, a “Section 5.04(b)(ii"SECTION 5.4(B)(II) Certificate”CERTIFICATE") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) W-8 (or successor form) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under Agreement, any NoteNote or any other Credit Document. In addition, each Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8BEN or W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii5.4(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and Agreement, any NoteNote or any other Credit Document, or such Lender it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(bsection 5.4(b). Notwithstanding anything to the contrary contained in Section 5.04(asection 5.4(a), but subject to Section 13.04(bsection 12.4(g) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or other similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Foreign Lender and which has not provided to the Borrower U.S. Internal Revenue Service Forms such forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(asection 5.4(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if or any additional amounts with respect thereto (I) if such Lender has not provided to the Borrower the Internal Revenue Service Forms forms required to be provided to the Borrower pursuant to this Section 5.04(bsection 5.4(b) or (II) in the case of a payment, payment other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 section 5.4 and except as set forth specifically provided for in Section 13.04(bsection 12.4(g), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(asection 5.4(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts Taxes deducted or withheld by it as described in the immediately preceding previous sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such income or similar Taxes. (c) If any Lender, in its sole opinion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes paid as to which indemnification has been paid by the Borrower pursuant to this section, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses; PROVIDED, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund. (d) Reference is hereby made to the provisions of section 2.9(d) for certain limitations upon the rights of a Lender under this section.

Net Payments. (a) All payments made by the Borrower hereunder and or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division 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 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 Lender 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 (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the 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 LenderBank, upon the written request of such LenderBank, for taxes imposed on or measured by the net income or net profits of such Lender Bank pursuant to the laws of the jurisdiction in which such Lender Bank is organized or in which the principal office or applicable lending office of such Lender Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender Bank is organized or in which the principal office or applicable lending office of such Lender Bank is located and for any withholding of taxes as such Lender Bank shall determine are payable by, or withheld from, such LenderBank, in respect of such amounts so paid to or on behalf of such Lender Bank pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender Bank pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each LenderBank, and reimburse such Lender Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such LenderBank. (b) Each Lender Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date orDate, or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes.Section

Net Payments. (a) All payments made by the Borrower hereunder and any Credit Party under any Note Credit Document (including, in the case of each Borrower, in its capacity as a guarantor pursuant to Section 14) in each case will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division 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 (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposedimposed with respect to such payment, the respective Borrower (and any Credit Party making the respective payment or which has guaranteed the obligations of the respective Borrower) agrees to pay the full amount of such TaxesTaxes to the appropriate taxing authority, and shall pay to the applicable Section 5.04 Indemnitee such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Noteother Credit Document, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Noteother Credit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the respective U.S. Borrowers (jointly and severally), Canadian Borrowers (jointly and severally) or the European Borrower agrees (and any Credit Party making the respective payment or which has guaranteed the obligations of the respective Borrower), as applicable, agree to reimburse each LenderSection 5.04 Indemnitee, upon the its written request of such Lenderrequest, for taxes imposed on or measured by the net income or net profits or capital (or any franchise or similar tax imposed in lieu thereof) with respect to such amounts of such Lender Section 5.04 Indemnitee pursuant to the laws of the jurisdiction in which such Lender Section 5.04 Indemnitee is organized or in which the principal office or applicable lending office of such Lender Section 5.04 Indemnitee 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 location and for any withholding of taxes as such Lender Section 5.04 Indemnitee shall determine are payable by, or withheld from, such Lender, Section 5.04 Indemnitee in respect of such amounts so paid to or on behalf of such Lender Section 5.04 Indemnitee pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender Section 5.04 Indemnitee pursuant to this sentence. The Borrower respective Borrowers will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts or other evidence reasonably satisfactory to the Administrative Agent evidencing such payment by such Borrowers or the Borrowerrespective Credit Party. The U.S. Borrowers (jointly and severally), the Canadian Borrowers (jointly and severally) and the European Borrower agrees (and any Credit Party making the respective payment or which has guaranteed the obligations of the respective Borrower), as applicable, agree to indemnify and hold harmless each Lender, Section 5.04 Indemnitee and reimburse such Lender Section 5.04 Indemnitee upon its written request, request (which shall set forth the basis and calculation of such amount) for the amount of any Taxes so levied or imposed and paid by such LenderSection 5.04 Indemnitee. Notwithstanding anything to the contrary in this Section 5.04(a), (i) any payments required to be made pursuant to this Section 5.04(a) to an Indirect Section 5.04 Indemnitee shall be made to the Related Pass Through Entity and (ii) any request for reimbursement pursuant to this Section 5.04(a) that is to be made by an Indirect Section 5.04 Indemnitee shall be made by the Related Pass Through Entity. (b) Each The Administrative Agent and each Lender that is a Lender to the U.S. Borrowers and is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower Aleris and the Administrative Agent on or prior to the Effective Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfertransfer and is in compliance with the provisions of this paragraph), on the date of such assignment or transfer to such Lender or, in the case of a successor Issuing Lender, the date such Issuing Lender becomes an Issuing Lender, (i) two accurate and complete original signed copies of U.S. Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption from withholding under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to forms described in clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of U.S. Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note or (iii) in the case of the Administrative Agent and each such Lender, if a Lender or the Administrative Agent is a foreign intermediary or flow-through entity for U.S. federal income tax purposes, two accurate and complete signed copies of Internal Revenue Service Form W-8IMY (and all necessary attachments) establishing a complete exemption from United States withholding tax with respect to payments made to the Administrative Agent or the applicable Lender, as the case may be, under this Agreement and under any Note. In addition, the Administrative Agent and each Lender to the U.S. Borrowers agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances or law renders the previous certification obsolete obsolete, invalid or inaccurate in any material respect, the Administrative Agent or such Lender will deliver to the Borrower Aleris and the Administrative Agent two new accurate and complete original signed copies of U.S. Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii) Certificate, or Form W-8IMY (with respect to foreign intermediary or flow through entity), as the case may be, and such other forms and necessary attachments as may be required in order to confirm or establish the entitlement of such Lender Person to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or the Administrative Agent and/or such Lender shall immediately notify the Borrower Aleris and the Administrative Agent of its inability to deliver any such Form form or Section 5.04(b)(ii) Certificate, in which case the Administrative Agent and/or such Lender shall not be required to deliver any such Form new form or Section 5.04(b)(ii) Certificate pursuant to this Section 5.04(b). Notwithstanding the foregoing, with respect to payments made by any Credit Party under any Credit Document to or for the benefit of a Participant, such Participant shall be required to provide forms and/or certificates pursuant to the preceding sentences of this Section 5.04(b) only to the extent that such Participant is legally entitled to do so. The Administrative Agent and each Lender that is a Lender to the U.S. Borrowers and is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes (other than an Administrative Agent or Lender that may be treated as an exempt recipient based on the indicators described in U.S. Treasury Regulation Section 1.6049-4(c)(1)(ii) except to the extent required by Treasury Regulation Section 1.1441-1(d)(4) (and any successor provision)) agrees to deliver (with respect to itself only) to Aleris and the Administrative Agent, on or prior to the Effective Date or, in the case of such an Administrative Agent appointed after the Effective Date pursuant to Section 12.09 or a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) (unless the respective Lender was already a Lender to the U.S. Borrowers hereunder immediately prior to such assignment or transfer and is in compliance with the provisions of this paragraph), on the date of such assignment or transfer to such Lender, two accurate and complete original signed copies of U.S. Internal Revenue Service Form W-9 (or successor forms) certifying to such Person’s entitlement as of such date to a complete exemption from United States backup withholding tax with respect to payments to be made under this Agreement and under any other Credit Document. Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 13.04(b) and the immediately second succeeding sentence, (x) the Borrower U.S. Borrowers shall be entitled, to the extent it is they are required to do so by law, to deduct or withhold income or similar taxes Taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of the Administrative Agent and/or any Lender which is not a United States person (Lender, as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes case may be, to the extent that the Administrative Agent and/or such Lender Lender, as the case may be, has not provided to the such Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the no Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to the Administrative Agent and/or a Lender (other than a Participant following the occurrence of a Conversion Event), as the case may be, in respect of withholdings, income or similar taxes imposed by the United States federal government if (I) the Administrative Agent and/or such Lender Lender, as the case may be, has not provided to the such Borrower the U.S. Internal Revenue Service Forms required to be provided to the such Borrower pursuant to this Section 5.04(b) or (II) in the case of a payment, other than interest, to the Administrative Agent and/or a Lender (other than a Participant following the occurrence of a Conversion Event), as the case may be, described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Except when a Significant Event of Default has occurred and is continuing or following a Conversion Event, and notwithstanding anything to the contrary in Section 5.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Canadian Borrowers shall be entitled, to the extent they are required to do so by law, to deduct or withhold income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of the Canadian Administrative Agent, any Canadian Lender and/or any Issuing Lender in respect of a Letter of Credit issued in favor of a Canadian Borrower, as the case may be, to the extent that the Canadian Administrative Agent and/or such Canadian Lender or Issuing Lender, as the case may be, is not a Canadian Resident or if the Canadian Administrative Agent or Canadian Lender or Issuing Lender (if not a Canadian Resident) has not provided forms required by Section 2.17(a) that establish a complete exemption from the withholding of such Taxes (or the withholding of such Taxes at a reduced rate) and (y) no Canadian Borrower shall be obligated pursuant to Section 5.04(a) to gross-up payments to be made to the Canadian Administrative Agent and/or a Canadian Lender or Issuing Lender, as the case may be, in respect of withholdings, income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) if (I) the Canadian Administrative Agent, such Canadian Lender and/or such Issuing Lender in respect of a letter of credit issued in favor of a Canadian Borrower is not a Canadian Resident or (II) the Canadian Administrative Agent or such Canadian Lender or such Issuing Lender (if not a Canadian Resident) has not provided forms required by Section 2.17(a) that establish a complete exemption from the withholding of such Taxes (or the withholding of such Taxes at a reduced rate). Notwithstanding anything to the contrary contained in the two preceding sentence sentences or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), the respective U.S. Borrowers (jointly and severally), Canadian Borrowers (jointly and severally as to amounts payable by any Canadian Borrower) and the European Borrower agrees (and any Credit Party making the respective payment or which has guaranteed the obligations of the respective Borrower) agree to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the two immediately preceding sentence sentences as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar taxes; provided, however, that this sentence shall not be read to permit the Administrative Agent and/or a Lender to a U.S. Borrower to refuse to deliver any Form W-8ECI, Form W-8BEN, Form W-8IMY, or Section 5.04(b)(ii) Certificate, as the case may be, except where, as a result of such change in law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar taxes, the Administrative Agent and/or such Lender is unable to deliver such form or certificate as described above. (c) Each Lender agrees to use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish to the relevant non-U.S. Borrower any information, in each case, as reasonably requested by such non-U.S. Borrower that may be necessary to establish any available exemption from, or reduction in the amount of, any Taxes; provided, however, that nothing in this Section 5.04(c) shall require a Lender to disclose any confidential information (including, without limitation, its tax returns or its calculations). (d) If a Borrower pays any additional amount under this Section 5.04 to a Section 5.04 Indemnitee, and such Section 5.04 Indemnitee determines in its reasonable discretion that it has actually received or realized in connection therewith any refund or any reduction of, or credit against (including, for the avoidance of doubt, any foreign tax credit), its tax liabilities in or with respect to the taxable year in which the additional amount is paid (a “Tax Benefit”), such Section 5.04 Indemnitee shall pay to such Borrower an amount that the Section 5.04 Indemnitee shall, in its reasonable discretion, determine is equal to the net benefit, after tax, which was obtained by such Section 5.04 Indemnitee in such year as a consequence of such Tax Benefit; provided, however, that (i) any Section 5.04 Indemnitee may determine, in its sole discretion consistent with the policies of such Section 5.04 Indemnitee, whether to seek a Tax Benefit; (ii) any taxes that are imposed on a Section 5.04 Indemnitee as a result of a disallowance or reduction (including through the expiration of any tax credit carryover or carryback of such Section 5.04 Indemnitee that otherwise would not have expired) of any Tax Benefit with respect to which such Section 5.04 Indemnitee has made a payment to such Borrower pursuant to this Section 5.04(d) shall be treated as a Tax for which such Borrower is obligated to indemnify such Section 5.04 Indemnitee pursuant to this Section 5.04 without any exclusions or defenses; (iii) nothing in this Section 5.04(d) shall require any Section 5.04 Indemnitee to dis

Net Payments. (a) All payments made by the Borrower hereunder and or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division 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 Bank and any taxes imposed solely on deposits or net assets of a Bank, in each 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 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 (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Non-Excluded Taxes”"). If Except as otherwise provided in Section 4.04(b), if any Non-Excluded Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Non-Excluded 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 Non-Excluded Taxes, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Non-Excluded Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each LenderBank, upon the written request of such LenderBank, for taxes imposed on or measured by the net income or net profits of such Lender Bank pursuant to the laws of the jurisdiction in which such Lender Bank is organized or in which the principal office or applicable lending office of such Lender Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender Bank is organized or in which the principal office or applicable lending office of such Lender Bank is located and for any withholding of taxes as such Lender Bank shall determine are payable by, or withheld from, such LenderBank, in respect of such amounts so paid to or on behalf of such Lender Bank pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender Bank pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Non-Excluded Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each LenderBank, and reimburse such Lender Bank upon its written request, for the amount of any Non-Excluded Taxes so levied or imposed and paid by such LenderBank. (b) Each Lender Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date orDate, or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.13 or 13.04(b) 13.04 (unless the respective Lender Bank was already a Lender Bank hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such LenderBank, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) 1001 (or successor forms) certifying to such Lender’s Bank's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender Bank is not a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI 1001 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “"Section 5.04(b)(ii4.04(b)(ii) Certificate”") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) W-8 (or successor form) certifying to such Lender’s Bank's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender Bank agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender will it will, promptly upon request by the Borrower, deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty)4224 or 1001, or Form W-8BEN (with respect to the portfolio interest exemption) W-8 and a Section 5.04(b)(ii4.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender Bank to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or CertificateCertificate because a change in law or change in circumstance eliminates the availability to the Bank of an exemption from United States withholding tax with respect to payments to be made under this Agreement or any Note, in which case such Lender Bank shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b4.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence), (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender Bank has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a4.04(a) hereof to gross-up payments to be made to a Lender Bank in respect of income or similar taxes imposed by the United States if (I) such Lender Bank has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(b4.04(b) or (II) in the case of a payment, other than interest, to a Lender Bank described in clause (ii) above, to the extent that such forms Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes.

Net Payments. (a) All payments made by the Borrower hereunder and or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division 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 (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the 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 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 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 within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.13 or 13.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “"Section 5.04(b)(ii4.04(b)(ii) Certificate”") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii4.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b4.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a4.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(b4.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 4.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts Taxes deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes.

Net Payments. (a) All payments made by the Borrower ------------ hereunder and or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(bSections 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division subdivision or taxing authority thereof or therein with respect to such payments (but excluding, in the case of each Bank, except as provided in the second succeeding sentence, any tax tax, including any income, branch profits, franchise or similar tax, which in each case is imposed on or measured by the net income or income, net profits or capital of a Lender such Bank pursuant to the laws of the jurisdiction in which it such Bank is organized or the jurisdiction in which the principal office or applicable lending office of such Lender Bank is located or any political subdivision or taxing authority thereof or therein) and all interest, penalties or similar liabilities with respect to such non-excluded nonexcluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded nonexcluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due by the Borrower 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 sentencesentence (any such amounts, the "Gross-Up Amount"), the Borrower agrees to reimburse each LenderBank, upon the written request of such LenderBank, 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 amount, if any, of any political subdivision or taxing authority of any taxes 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 Bank shall determine are payable byincurred by such Bank (taking into account in calculating such net amount any allowable credit, deduction or other benefit available as a result of, or withheld fromwith respect to, the payment by the Borrower to such Lender, in respect Bank of such amounts so (i) the Gross-Up Amount or (ii) any amount paid to or on behalf of such Lender pursuant to this sentence) that would not have been incurred in the preceding sentence and in respect absence of the payment by the Borrower of (i) the Gross-Up Amount or (ii) any amounts amount paid to or on behalf of such Lender pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each LenderBank, and reimburse such Lender Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such LenderBank in respect of any payments by or on behalf of the Borrower. (b) Each Lender Bank party to this Agreement on the Effective Date hereby represents that, as of the Effective Date, all payments of principal, interest, and fees to be made to it by the Borrower pursuant to this Agreement will be totally exempt from withholding of United States federal tax. Each Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date orDate, or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.13 or 13.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer)13.04, on the date of such assignment or transfer to such LenderBank, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) 1001 (or successor forms) certifying to such Lender’s Bank's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender Bank is not a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI 1001 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “"Section 5.04(b)(ii4.04(b)(ii) Certificate”") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) W-8 (or successor form) certifying to such Lender’s Bank's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender Bank agrees that (a) from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender and (b) upon the Borrower's reasonable request after the occurrence of any other event requiring the delivery of a Form 1001, Form 4224, Form W-8, or any successor form in addition to or in replacement of the forms previously delivered, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI4224, 1001, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) W-8 and a Section 5.04(b)(ii4.04(b)(ii) Certificate, or any successor form, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender Bank to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form form or Certificate, certificate in which case such Lender Bank shall not be required to deliver any such Form form or Certificate certificate pursuant to this Section 5.04(b4.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees fees or other amounts payable hereunder for the account of any Lender Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal federal income tax purposes to the extent that such Lender Bank has not provided to the Borrower U.S. Internal Revenue Service Forms forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a4.04(a) hereof to gross-up payments to be made to a Lender such Bank, or to indemnify and hold harmless or reimburse such Bank, in respect of income or similar taxes imposed by the United States if (I) such Lender Bank has not provided to the Borrower the Internal Revenue Service Forms forms required to be provided to the Borrower pursuant to this Section 5.04(b4.04(b) or (II) in the case of a payment, other than interest, to a Lender Bank described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 4.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender Bank in the manner set forth in Section 5.04(a4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts Taxes deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date (or, if later, after the date such Bank became a party to this Agreement) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes. For purposes of the immediately preceding sentence, the final U.S. Treasury regulations that were issued October 6, 1997 with respect to the withholding of United States Federal income tax (the "New Withholding Regulations") shall not be considered to constitute a change after the Effective Date, or otherwise, in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of Taxes, notwithstanding that the New Withholding Regulations generally are only effective for payments made after December 31, 1999. The Borrower shall not be required to pay any additional amounts or indemnification under Section 4.04(a) to any Bank to the extent that the obligation to pay such additional amounts or indemnification would not have arisen but for the representation set forth in the first sentence of Section 4.04(b) above made by the Bank not being true. (c) If the Borrower pays any additional amount under this Section 4.04 with respect to taxes imposed on any payments made to or on behalf of a Bank and such Bank determines in its sole discretion that it has actually received or realized in connection therewith any refund of tax, or any reduction of, or credit against, its tax liabilities (a "Tax Benefit"), such Bank shall pay to the Borrower an amount that the Bank shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Bank as a consequence of such refund, reduction or credit; provided, however, that (i) any Bank may determine, in -------- ------- its sole discretion consistent with the policies of such Bank, whether to seek a Tax Benefit and (ii) nothing in this Section 4.04(c) shall require the Bank to disclose any confidential information to the Borrower (including, without limitation, its tax returns). (d) Each Bank shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Bank) (i) to file any certificate or document or to furnish any information as reasonably requested by the Borrower pursuant to any applicable treaty, law or regulation or (ii) to designate a different applicable lending office of such Bank, if the making of such filing or the furnishing of such information or the designation of such other lending office would avoid the need for or reduce the amount of any additional amounts payable by the Borrower and would not, in the sole discretion of such Bank, be disadvantageous to such Bank. (e) The provisions of this Section 4.04 are subject to the provisions of Section 13.18 (to the extent applicable).

Net Payments. (a) All payments made by the Borrower hereunder and or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(bSECTION 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any franchise or similar tax imposed on or measured by the net income or net profits of a Lender Bank pursuant to the laws of the jurisdiction in which it is organized or managed and controlled or the jurisdiction in which the principal office or applicable lending office of such Lender Bank is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxesthereto (other than interest, penalties, levies, imposts, duties, fees, assessments or other charges imposed or payable as a result of any action or inaction of such Bank not timely or properly taken by such Bank or non-compliance by such Bank with applicable law) (all such non-non- excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”"TAXES"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and such additional amounts amounts, if any, 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 LenderBank, upon the written request of such LenderBank, for taxes imposed on or measured by the net income or net profits of such Lender Bank 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 Bank 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 Bank is located and for any withholding of taxes as such Lender Bank shall determine are payable by, or withheld from, such Lender, Bank in respect of such amounts so paid to or on behalf of such Lender Bank pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender Bank pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each LenderBank, and reimburse such Lender Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such LenderBank. These provisions contained in SECTIONS 1.10, 1.11, 4.04, and elsewhere shall be interpreted in the broadest possible terms to include any increased costs, payments or reduced income for any reason, including, but specifically not by way of limitation, due to taxes, capital adequacy provisions, reserve requirements, withholding obligations, costs due to the payment of any sums on a date other than the regularly scheduled date or for any other reason, and Borrower does hereby indemnify and hold harmless each Bank, for all such costs and does agree to pay same or cover any Bank's expenses or losses in regard to same. Borrower shall immediately pay such sums to any Bank as are necessary to mitigate all such items. This obligation is in addition to all other obligations of Borrower contained herein. (b) Each Lender Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date ordate of this Agreement, or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 SECTION 1.13 or 13.04(b) 12.04 (unless the respective Lender Bank was already a Lender Bank hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such LenderBank, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI W-8 ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) W-8 BEN (or successor forms) certifying to such Lender’s Bank's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender Bank is not a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI W-8 ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) W-8 BEN pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D EXHIBIT 4.04(b)(ii) hereto (any such certificate, a “Section 5.04(b)(ii"SECTION 4.04(b)(ii) Certificate”") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) W-8 (or successor form) certifying to such Lender’s Bank's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender Bank agrees that from time to time after the Effective Datedate of this Agreement, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) W-8 and a Section 5.04(b)(ii4.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender Bank to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(aSECTION 1.10 or 4.04(a), but subject to Section 13.04(bSECTION 12.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees fees or other amounts payable hereunder for the account of any Lender Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender Bank has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(aSECTION 1.10 or 4.04(a) hereof to gross-up payments to be made to a Lender Bank in respect of income or similar taxes imposed by the United States if (I) if such Lender Bank has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(bSECTION 4.04(b) or (II) in the case of a payment, other than interest, to a Lender Bank described in clause (ii) above, to the extent that such forms Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 SECTION 4.04 and except as set forth in Section 13.04(bSECTION 12.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender Bank in the manner set forth in Section 5.04(aSECTION 1.10, 2.06 or 4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date date of this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes; PROVIDED, HOWEVER, such TaxesBank shall provide to Borrower and the Administrative Agent any reasonably available applicable Internal Revenue Service tax form (reasonably similar in its simplicity and lack of detail to Internal Revenue Service Form W-8) necessary or appropriate for the exemption or reduction in the rate of such U.S. federal withholding tax. (c) The provisions of this SECTION 4.04 shall be subject to SECTION 1.12(b) (to the extent applicable).

Net Payments. (a) All payments made by the Borrower Borrowers hereunder and ------------ or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division 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 income, net profits or capital (including branch profits tax) of a Lender 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 Lender Bank is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non-non excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded nonexcluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the Borrower agrees Borrowers agree to pay on a joint and several basis 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 Borrowers agree to reimburse on a joint and several basis each LenderBank, upon the written request of such LenderBank, for taxes imposed on or measured by the net income or income, net profits or capital (including branch profits tax) of such Lender Bank pursuant to the laws of the jurisdiction in which such Lender Bank is organized or in which the principal office or applicable lending office of such Lender Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender Bank is organized or in which the principal office or applicable lending office of such Lender Bank is located and for any withholding of taxes as such Lender Bank shall determine are payable by, or withheld from, such Lender, Bank in respect of such amounts so paid to or on behalf of such Lender Bank pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender Bank pursuant to this sentence. The Each Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the such Borrower. The Borrower agrees Borrowers agree to indemnify on a joint and several basis and hold harmless each LenderBank, and reimburse such Lender Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such LenderBank. (b) Each Lender Bank party to this Agreement on the Effective Date hereby represents that, as of the Effective Date, all payments of principal, interest, and fees to be made to it by the Borrowers pursuant to this Agreement will be totally exempt from withholding of United States federal tax. Each Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the each Borrower and the Administrative Agent on or prior to the Effective Date orDate, or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.13 or 13.04(b) 13.04 (unless the respective Lender Bank was already a Lender Bank hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such LenderBank, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) 1001 (or successor forms) certifying to such Lender’s Bank's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender Bank is not a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI 1001 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “"Section 5.04(b)(ii4.04(b)(ii) Certificate”") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) W-8 (or successor form) certifying to such Lender’s Bank's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender Bank agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender and that upon a Borrower's reasonable request after the occurrence of any other event requiring the delivery of a Form 1001 and Form 4224 in addition to or in replacement of the forms previously delivered, it will deliver to the each Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty)4224 or 1001, or Form W-8BEN (with respect to the portfolio interest exemption) W-8 and a Section 5.04(b)(ii4.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender Bank to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender it shall immediately notify the each Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, Certificate in which case such Lender Bank shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b4.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower Borrowers shall be entitled, to the extent it is they are required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees fees or other amounts payable hereunder for the account of any Lender Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender Bank has not provided to the Borrower Borrowers U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower Borrowers shall not be obligated pursuant to Section 5.04(a4.04(a) hereof to gross-up payments to be made to a Lender Bank in respect of income or similar taxes imposed by the United States if (I) such Lender Bank has not provided to the Borrower Borrowers the Internal Revenue Service Forms required to be provided to the Borrower Borrowers pursuant to this Section 5.04(b4.04(b) or (II) in the case of a payment, other than interest, to a Lender Bank described in clause (ii) above, to the extent that such forms Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 4.04 and except as set forth in Section 13.04(b), the Borrower agrees Borrowers agree to pay any additional amounts and to indemnify each Lender Bank on a joint and several basis in the manner set forth in Section 5.04(a4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholdingwith holding) in respect of any amounts Taxes deducted or withheld by it them as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such TaxesTaxes (or, if later, the date such Bank became party to this Agreement). The Borrower shall not be required to pay any additional amounts or indemnification under Section 4.04(a) to any Bank to the extent that the obligation to pay such additional amounts or indemnification would not have arisen but for the representation set forth in the first sentence of Section 4.04(b) above made by the Bank not being true. (c) If a Borrower pays any additional amount under this Section 4.04 to a Bank and such Bank determines in its sole discretion that it has actually received or realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid, such Bank shall pay to such Borrower an amount that the Bank shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Bank in such year as a consequence of such refund, reduction or credit. (d) Each Bank shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Bank) (i) to file any certificate or document or to furnish any information as reasonably requested by a Borrower pursuant to any applicable treaty, law or regulation or (ii) to designate a different applicable lending office of such Bank, if the making of such filing or the furnishing of such information or the designation of such other lending office would avoid the need for or reduce the amount of any additional amounts payable to such Borrower and would not, in the sole discretion of such Bank, be disadvantageous to such Bank. (e) The provisions of this Section 4.04 are subject to the provisions of Section 13.18 (to the extent applicable).