Common use of Net Payments Clause in Contracts

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (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 respective Borrower (and any other Credit Party making the payment) 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, then the respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 respective Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall 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.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) Borrowers hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b)) and (c) with respect to payments made by a Borrower hereunder or under any Note, all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to from or through which such payments originate or are made (but excluding, except as provided (i) in the second succeeding sentencecase of each Bank and the Administrative Agent, any tax imposed on or measured by the net income of a Lender or profits pursuant to the laws of the jurisdiction in which it such Bank or the Administrative Agent (as the case may be) is organized or any subdivision thereof or therein and (ii) in the case of each Bank, any tax imposed on or measured by net income or profits pursuant to the laws of 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 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 respective Borrower (and any other Credit Party making the payment) 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, then the The respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 respective Borrower (or Credit Party) 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 receipts, or other documents reasonably satisfactory to the Bank or Administrative Agent, evidencing such payment by such Borrower (or the respective other Credit Party)Borrower. The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) 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; provided, however, that the relevant Borrower shall not be obligated to make payment to the Bank or the Administrative Agent (as the case may be) pursuant to this Section in respect of penalties, interest and other liabilities attributable to Taxes, if (x) written demand therefor has not been made by such Bank or the Administrative Agent within 90 days from the date on which such Bank or the Administrative Agent knew of the imposition of Taxes by the relevant governmental authorities or (y) to the extent such penalties, interest and other liabilities are attributable to the gross negligence or willful misconduct of the Bank. If any Bank shall obtain a refund, credit or deduction as a result of the payment of or indemnification for any Taxes made by any Borrower to such Bank pursuant to this Section 4.04(a), such Bank shall pay to such Borrower an amount with respect to such refund, credit or deduction equal to any net tax benefit actually received by such Bank as a result thereof which such Bank determines, in its sole discretion, to be attributable to such payment.

Net Payments. (a) All Except as provided for in Section 3.03(b), all payments made by any Credit Party under any Credit Document (includingthe Borrower hereunder, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note will be or any other Loan Document, including all payments made without setoffby the Borrower pursuant to its guaranty obligations under Article X, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentencethis Section 3.03(a), any tax imposed on or measured by the net income or net profits of a Lender and franchise taxes imposed on it 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 thereto 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 respective Borrower (and any other Credit Party making the payment) 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 3.03) as may be necessary so that every payment by it 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. The Borrower 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 imposed on and paid by such Lender. If any amounts are payable in respect of Taxes pursuant to this Section 3.03(a), the preceding sentence, then the respective Borrower (and any other Credit Party making the payment) shall be obligated agrees to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income income, profits or franchise 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 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 reimbursement of taxes, which request shall be accompanied by a statement from such Lender pursuant to the preceding sentence and setting forth, in respect of any amounts paid to or on behalf of such Lender pursuant to this sentencereasonable detail, the respective computations used in determining such amounts. The Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of 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 such Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall 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 LenderBorrower.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) Borrower hereunder or under any Note Loan Document will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(bSECTION 4.6(d), all such payments will hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall be made by Borrower free and clear of, of and without deduction withholding for or withholding for, on account of any present or future taxestax, leviesduty, impostslevy, dutiesimpost, fees, assessments assessment or other charges charge of whatever nature now or hereafter imposed by any jurisdiction Governmental Authority, but excluding therefrom (i) a tax imposed on the overall net income (including a franchise tax based on net income) of the recipient of such payment by the U.S. or by the jurisdiction in which such recipient is incorporated or in the case of any Lender the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (or the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender with respect to the Loan or portion thereof affected by such change and (iii) any tax imposed on or measured by the overall net income (including a franchise tax based on net income) of a Lender or an office or branch thereof by the United States of America or any political subdivision or taxing authority thereof or therein with respect to (such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, leviesother than excluded tax or taxes, imposts, duties, fees, assessments or other charges being herein referred to collectively as "TaxesTAX" or "TAXES"). If Borrower is required by law to make any deduction or withholding of any Taxes are so levied or imposed, the respective Borrower (and from any other Credit Party making the payment) 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 Noteof the Loan Documents, then the amount payable will be increased to such amount which, after withholding deduction from such increased amount of all such Taxes required to be withheld or deduction for or on account of any Taxesdeducted therefrom, will not be less than the amount provided for herein due and payable hereunder had no such deduction or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 respective Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall 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 Lenderbeen required.

Net Payments. (a) All payments made by or on behalf of the Borrower or any Credit Party Guarantor under any Credit Document (including, in the case of a Credit this Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note other Loan Document will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(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 subdivision or taxing authority thereof or therein Taxes with respect to such payments (but excludingpayments, except as provided in the second succeeding sentence, any tax imposed on or measured unless required by the net 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 thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes")law. If any such Taxes are so levied or imposed, the respective Borrower (applicable withholding agent shall pay, or withhold and any other Credit Party making remit, to the payment) agrees to pay applicable Governmental Authority the full amount of such Taxes, and if the Tax in question is an Indemnified Tax or an Other Tax, the applicable Loan Party shall pay such additional amounts as may be necessary so that every payment of all amounts due that, after any required deductions or withholdings have been made (including any deductions or withholdings attributable to any payments required to be made 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 Section 5.5) each Lender (or in such Note. If any amounts are payable in respect the case of Taxes pursuant a payment made to the preceding sentence, then the respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, Administrative Agent for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 fromits own account, such Lender in respect of Administrative Agent) receives on the due date a net sum equal to what it would have received had such amounts so paid to Indemnified Taxes or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to Other Taxes not been levied or on behalf of such Lender pursuant to this sentenceimposed. The Borrower or Guarantors, the respective Borrower (or Credit Party) if applicable, will furnish to the Administrative Agent within 45 forty-five (45) days after the date of 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 the Borrower (or the respective other Credit Party)Guarantor. The Credit Agreement Parties Borrower or Guarantors, jointly and severally severally, agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) to indemnify and hold harmless the Administrative Agent and each Lender, and to reimburse such Lender Person upon its written requestrequest within twenty (20) days of demand therefor, for the amount of any Indemnified Taxes or Other Taxes so levied or imposed and paid by such Person (including any Indemnified Taxes or Other Taxes imposed on or attributable to amounts payable under this Section 5.5), whether or not such Taxes were correctly or legally imposed or asserted; provided that if the Administrative Agent or any Lender requests indemnification more than 90 days after the earlier of (1) the date on which the Administrative Agent or the applicable Lender received written demand for payment of the applicable Indemnified Taxes or Other Taxes from the relevant Governmental Authority or (2) the date on which the Administrative Agent or the applicable Lender paid the applicable Indemnified Taxes or Other Taxes, the Administrative Agent or the applicable Lender shall not be indemnified to the extent that such failure or delay results in prejudice to the Borrower or any Guarantor. A certificate setting forth the amount of such payment or liability and the manner in which such amount was determined, prepared in good faith and delivered by the Lender or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) Comercial and Vitrocrisa hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, value-added taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net all cases excluding 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 thereintaxes) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxescollectively, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "TaxesAdditional Costs"); provided, however, that anything herein contained to the contrary notwithstanding, Comercial and Vitrocrisa shall not be required to pay withholding taxes in excess of the amount of withholding taxes that would be payable by a financial institution that is both (i) a resident of a country with which Mexico has entered into a treaty for the avoidance of double taxation which is in effect in such country and (ii) registered with the SHCP for purposes of Article 195(I) of the Mexican Income Tax Law (or any successor provision). Such withholding tax rate is currently 4.9%. If any Taxes Additional Costs are so levied required by Law to be deducted or imposedwithheld from, or in respect of, any sum payable hereunder, each of Comercial and Vitrocrisa, as the respective Borrower (and any other Credit Party making the payment) case may be, agrees to pay pay, subject to the proviso in the immediately foregoing sentence, the full amount of such Taxes, Additional Costs and such other 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 TaxesAdditional Costs, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Taxes pursuant Subject to the preceding sentenceproviso in the first sentence of this Section 4.4, then Comercial or Vitrocrisa, as the respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lendercase may be, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 respective Borrower (or Credit Party) will furnish to the Administrative Agent within 45 sixty (60) days after the date of the payment of any Taxes Additional Costs is due pursuant to applicable law certified copies of tax receipts forms evidencing such payment by such Borrower (Comercial or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary GuarantyVitrocrisa, and the incorporation duly stamped by reference therein or on behalf of the provisions Ministry of Finance and Public Credit of Mexico (the "SHCP") or any other applicable Government Agency. Subject to the proviso in the first sentence of this Section 4.044.4, shall agree) to each of Comercial and Vitrocrisa, as the case may be, will indemnify and hold harmless each Lender, and reimburse such Lender promptly upon its written request, for the amount of any Taxes so Additional Costs or other taxes described above which are levied or imposed on and paid by such Lender.

Net Payments. (a) All payments made by the Borrower to the ------------ Administrative Agent or any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or Lender hereunder and under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b3.4(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 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 doing business, organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto 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 respective Borrower (and any other Credit Party making the payment) 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, then the respective Borrower (and any other Credit Party making the payment) shall be obligated agrees to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding 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 doing business, 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 doing business, 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 . The Borrower (or Credit Party) will furnish to the Administrative Agent such Lender 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 such Borrower (or the respective other Credit Party)Borrower. The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) 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.

Net Payments. (a) All payments to be made by any Credit Party the Company under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will Loan Documents shall be made free and clear of, and without deduction of, or withholding for, or on account of, any Tax of any nature whatsoever. If any Taxes are required to be withheld from any amounts payable to the Bank hereunder or under the Note, the amounts so payable to the Bank shall be increased to the extent necessary to yield to, or leave in the hands of, the Bank (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement or any other Loan Document. For the purposes of this clause 17.9, “Taxes” shall mean all present or future taxes (other than net income taxes and franchise taxes (imposed in lieu of net income taxes, levies, imposts, duties, fees, assessments ) imposed on the Bank as a result of a present or other charges former connection between the Bank and the jurisdiction of whatever nature now the Governmental Body imposing such tax or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to (other than any such payments (but excludingconnection arising solely from the Bank having executed, except as provided in the second succeeding sentencedelivered or performed its obligations or received a payment under, any tax imposed on or measured by the net 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 enforced, this Agreement or any subdivision thereof other Loan Document)) or therein) and all interestcapital duties, penalties or similar liabilities with respect thereto (all such non-excluded taxesimposts, levies, impostsfees and charges, dutiesdeductions or withholdings of any kind now or hereafter imposed, feeslevied, assessments collected, withheld or other charges being referred to collectively as "Taxes")assessed by any Governmental Body. If Whenever any Taxes are so levied payable by the Company, as promptly as possible thereafter the Company shall send to the Bank for its own account, a certified copy of an original official receipt received by the Company showing payment thereof. If the Company fails to pay any Taxes when due to the appropriate taxing authority or imposedfails to remit to the Bank the required receipts or other required documentary evidence, the respective Borrower (Company shall indemnify the Bank for such Taxes and any other incremental taxes, interest or penalties that may become payable by the Bank as a result of any such failure. Notwithstanding the above or anything to the contrary in this Agreement, if the Bank assigns or participates any rights to a Non-U.S. Bank Transferee or a Special Participant and there is a requirement to withhold Taxes arising out of or in connection with that Non-U.S. Bank’s or Special Participant’s assignment or participation in the Credit Party or the making or maintaining by such Non-U.S. Bank or Special Participant of any Advance hereunder, the payment) agrees Company shall not be required to pay increase the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due interest or any other charge payable under this Agreement or any other Loan Document to off-set the withheld Taxes. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, and notwithstanding any changes in Applicable Law, from time to time, the Company and the Bank acknowledge and agree that the Bank shall satisfy, on behalf of the Company and the Bank, any requirement to withhold federal Taxes under the Code (and duly record such withholding) with respect to payments made by the Company to the Bank arising out of, resulting from or otherwise in connection with any Noteparticipation by BLL or any other member of the Bank Leumi Group (other than, after for the avoidance of doubt, the Bank itself) in any Advance or any other portion of the Credit, and accordingly, the Company is not required to, and agrees not to, withhold any federal Taxes with respect to any such payments, and the Bank agrees that the Company is not directly or indirectly responsible for any so-called gross-up of interest pursuant to this clause 17.9 or otherwise; provided, however, if, due to any change in Applicable Law the Bank is no longer able to perform such withholding function, then the Company shall be required to do so, but to avoid all doubt, such requirement shall not impose, and shall not be [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. deemed or construed to impose, any obligation or liability on the part of the Company to directly or indirectly gross-up the interest payments or any other charge payable under this Agreement or any other Loan Document except and to the extent specifically provided for in this clause 17.9. All payments to be made by the Company under the Loan Documents shall be calculated and made free and clear of, and without any deduction for for, or on account of of, any Taxes, will not be less than the amount provided for herein set-off or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 respective Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall 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 Lendercounterclaim.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note Borrower hereunder will be made without setoffsetoff or counterclaim. The Borrower will pay, counterclaim or other defense. Except as provided in Section 4.04(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 formalization thereof and/or any payments of principal, interest or other amounts made on or in respect of a Loan (all such taxes, levies, costs and charges being herein collectively called "Taxes"; PROVIDED that Taxes shall not include taxes imposed on or measured by the overall net income of whatever nature now that Bank (or hereafter any alternative tax imposed generally by any relevant jurisdiction in lieu of a tax on net income) by the United States of America or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excludingtherein, except as provided in taxes imposed under Section 884 of the second succeeding sentence, any tax imposed 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 Lender pursuant to the laws tax on net income) of the jurisdiction that Bank or any foreign office, branch or subsidiary of that Bank by any foreign country or subdivision thereof in which it that Bank or that office, branch or subsidiary is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"doing business). If any Taxes are so levied or imposed, the respective The Borrower (and any other Credit Party making the payment) agrees to shall also pay the full amount of such Taxes, and such additional amounts as may be necessary so equal to increases in taxes payable by 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 Bank described in the amount provided for herein or in such Note. If any amounts foregoing proviso which increases are payable in respect of Taxes pursuant attributable to the preceding sentence, then the respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured payments made by the net income Borrower described in the immediately preceding sentence of such Lender pursuant to this Section. Promptly after the laws of the jurisdiction in date on 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 payment of any such jurisdiction in which such Lender Tax 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 respective Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes due pursuant to applicable law certified copies law, the Borrower will, at the request of tax receipts evidencing such payment by such that Bank, furnish to that Bank evidence, in form and substance satisfactory to that Bank, that the Borrower (or the respective other Credit Party)has met its obligation under this Section 3.04. The Credit Agreement Parties jointly and severally agree (and Borrower will indemnify each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) to 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.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note hereunder will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, excluding any tax imposed on or measured by the net 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 thereinExcluded Taxes) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "“Taxes"”). If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the payment) agrees Parties 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 NoteAgreement, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein herein. The Credit Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or in such Noteat the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. If Without duplication, if any amounts are payable in respect of Taxes pursuant to the two (2) preceding sentencesentences, then the respective Borrower (and any other applicable Credit Party making the payment) shall be obligated agrees to reimburse each Lender, upon Lender within fifteen (15) Business Days of receipt of the written request of such Lender, including documentation reasonably supporting such request for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 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 two preceding sentence sentences and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence, the respective Borrower (or . The applicable Credit Party) Party will furnish to the Administrative Agent within 45 forty-five (45) days after the date of the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts or other documentation reasonably evidencing such payment by such Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) to indemnify and hold harmless each Lender, Recipient and reimburse such Lender Recipient upon its written request, for the amount of any Taxes so levied or imposed and paid by such Recipient. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent demonstrable error.

Net Payments. (a) All Payments of principal and interest under the Loan and any other payments made by any Credit Party under any Credit Document (includingthe Debtor according to this Agreement shall be net, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will be made free and clear of, and without any deduction for any tax, withholding, deposit and any other tax, encumbrance or surcharge, either present or future, established by the Chilean laws or any others that may be applied to this kind of agreements, credits or loans, irrespective of their nature (except for those established by the Spanish laws regarding the tax on companies of the Creditor, unless applied because the Debtor is Spanish). Should the Debtor be legally bound to make any deductions or withholdings on any payment to be made to the Creditor, under this Agreement, the amount to be paid by Debtor shall be raised in the amount necessary in order that, after making the required deductions, the Creditor shall receive an amount equal to the one that it would have received had such deductions or withholdings not been made. Should the Debtor pay any of such deductions or withholdings, the Debtor shall send to the Creditor, within 30 days from the date of such payment, a form or original letter of payment issued by the competent authority or a legalized copy thereof evidencing that such payment was actually made. Should the Debtor have to make any deduction or withholding forthat increases any amounts payable pursuant to the foregoing and the Creditor would have received or would have been granted any credit against, or an exemption or remission or repayment of, any present tax paid or future taxespayable by Debtor (hereinafter the “Tax Credit”), levieswhich is attributable to such deductions or withholdings, impoststhe Creditor shall, dutiesto any possible extent and without prejudice to any withholding of the amount of such credit, feesexemption, assessments remission or repayment, (i) reasonably determine the part of the Tax Credit actually received or applied (the extent that it can do so without prejudice to the retention of the amount of such credit , relief , remission or repayment (i) reasonably determine the portion of the tax credit that actually perceived or apply (hereinafter the “Used Tax Credit”), and (ii) pay to the Debtor the Used Tax Credit only after it had been actually received or applied, so that the Creditor is (after the payment of such Used Tax Credit ) neither in a better or worse position than the one in which it would have been, had the Debtor not been required to suffer such deduction or withholding. Nothing stated in this Section 5.2, may interfere with or affect the Creditor’s right to manage or administer its tax affairs in the way that it best sees fit. Without it implying any restriction to the foregoing, the Creditor shall not be obliged to claim any Tax Credit or claim a Tax Credit in preference to other charges of whatever nature now available claims, exemptions, credits or hereafter imposed by deductions available. The Creditor shall not be bound to disclose any jurisdiction information related to its taxation matters or by any political subdivision or taxing authority thereof or therein with respect to such the related calculations. Unless that, at the reasonable discretion of the Creditor, it is detrimental to its interests, it shall try to obtain any available Tax Credit as a consequence of the payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured made by the net income Debtor as a result of a Lender pursuant to the laws any deductions or withholdings of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being taxes referred to collectively as "Taxes"). If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the payment) 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, then the respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 respective Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall 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 Lenderabove.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, excluding any tax imposed on or measured by the overall net income of the Bank or a Lender Participant 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 of the Bank or applicable lending office of such Lender Participant is located or any subdivision thereof or thereinlocated) and all interest, penalties or similar liabilities with respect thereto (collectively, “Taxes”); provided, however, that the Agency shall have no liability with respect to any Taxes which are imposed on the Bank or any Participant that is a foreign banking institution pursuant to the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the principal office of the Bank or such Participant, as the case may be, is located, unless (i) the Bank or such Participant, as the case may be, is entitled to benefits of an income tax treaty with the United States that provides for an exemption from United States withholding tax on interest and other amounts payable to the Bank or such Participant, as the case may be, pursuant to the terms of this Agreement, the Notes or any other Loan Document, or (ii) all interest and other amounts payable to the Bank or such non-excluded taxesParticipant, leviesas the case may be, impostspursuant to the terms of this Agreement, dutiesthe Notes or any other Loan Document will be effectively connected with the conduct by the Bank or such Participant, feesas the case may be, assessments of a trade or other charges being referred to collectively as "Taxes")business within the United States. If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the payment) Agency 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 Notethe Notes or the other Loan Documents, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Notethe Notes or the other Loan Documents. If any amounts are payable in respect of Taxes pursuant The Agency will deliver to the preceding sentence, then the respective Borrower Bank within forty-five (and any other Credit Party making the payment45) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 respective Borrower (or Credit Party) 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 such Borrower (or the respective other Credit Party)Agency. The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary GuarantyTo the extent permitted by law, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) to Agency will indemnify and hold harmless the Bank and each LenderParticipant, and reimburse such Lender the Bank and each Participant upon its written request, for the amount of any Taxes so levied or imposed and paid by the Bank or such LenderParticipant.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note Borrower hereunder will be made without setoffsetoff or counterclaim. Promptly upon notice from any Bank to the Borrower, counterclaim or other defense. Except as provided in Section 4.04(b)the Borrower will pay, 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 solely as a result of the interest rate being determined by reference to the Adjusted Eurodollar Rate or Adjusted CD Rate, assessments as appropriate, and/or the provisions of this Credit Agreement relating to the Adjusted Eurodollar Rate or Adjusted CD Rate, as appropriate, and/or the recording, registration, notarization or other formalization of any thereof and/or any payments of principal, interest or other amounts made on or in respect of a Loan when the interest rate is determined by reference to the Adjusted Eurodollar Rate or Adjusted CD Rate (all such taxes, levies, costs and charges being herein collectively call "Taxes"), provided that Taxes shall not include taxes imposed on or measured by the overall net income of whatever nature now such Bank by the United States of America or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excludingtherein, except as provided in the second succeeding sentence, any tax imposed or taxes on or measured by the overall net income of a Lender pursuant to the laws any foreign office, branch or Subsidiary of the jurisdiction such Bank by any foreign country of subdivision thereof in which it that office, branch or Subsidiary is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes")doing business. If any Taxes are so levied or imposed, the respective The Borrower (and any other Credit Party making the payment) agrees to shall also 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 equal to increases in taxes payable by such Bank described in the amount provided for herein or in such Note. If any amounts foregoing proviso which increases are payable in respect of Taxes pursuant attributable to the preceding sentence, then the respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured payments made by the net income Borrower described in the immediately preceding sentence of such Lender pursuant to this Section. Promptly after the laws of the jurisdiction in date on 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 payment of any such jurisdiction in which such Lender Tax 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 respective Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes due pursuant to applicable law certified copies law, the Borrower will at the request of tax receipts evidencing such payment by Bank, furnish to such Bank evidence, in form and substance satisfactory to such Bank, that the Borrower (or the respective other Credit Party)has met its obligations under this Section. The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) to Borrower will indemnify and hold harmless each Lendersuch Bank against, and reimburse such Lender upon its written requestBank on demand for, for the amount of any Taxes so levied or imposed and paid Taxes, as determined by such LenderBank in its good faith discretion. Such Bank shall provide the Borrower with appropriate receipts for any payments or reimbursements made by the Borrower pursuant to this Section.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (includingby, in or on behalf of, the case of a Credit Agreement Party------------ Borrower hereunder, in its capacity as a guarantor pursuant to Section 14) or under any Note or any other Loan Document, will be made without setoff, counterclaim or other defense. Except as provided for in Section 4.04(b), all such payments will be made free and clear of, and without --------------- deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, excluding any tax imposed on or measured by the net income (or any franchise tax) 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 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 respective Borrower (and any other Credit Party making the payment) 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, then the respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 which such Lender is organized 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 located) and for all interest, penalties or similar liabilities with respect thereto (collectively, "Taxes"). If any withholding Taxes are so levied or imposed ----- or required to be withheld, the Borrower agrees to pay the full amount of taxes as such Lender shall determine are payable byTaxes and, or withheld fromif any, such Lender in respect additional amounts ("Additional Amounts") as may be ------------------ necessary so that every payment of such all amounts so paid to due hereunder, under any Note or under any other Loan Document, after withholding or deduction for 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 (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of the payment account of any Taxes due pursuant to applicable law certified copies of tax receipts evidencing and such payment by Additional Amounts, will not be less than the amount provided for herein or in such Borrower (Note or the respective in such other Credit Party)Loan Document. The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) to Borrower 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 the Agent or such Lender with respect to any payment (including, without limitation, any payment of Additional Amounts) to be made by the Borrower under any Note or any other Loan Document. Notwithstanding anything in this Section 4.04, the Borrower shall ------------ only be required to pay any Additional Amounts for the account of any Lender, if such Taxes arise by reason of changes in applicable tax law, regulation, rule, guideline, order or income tax treaty, or in the official interpretation of any thereof, from and after the date such Lender becomes a "Lender" under this Agreement; provided, however, that the Borrower shall not be required to pay any -------- ------- Additional Amounts, or indemnify or reimburse any Lender, in respect of, against or for any Taxes imposed as a result of such Lender's failure to comply with Section 4.04(b). The Borrower will furnish to the Agent within 45 days after --------------- the date the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (includingthe Borrower hereunder, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note or any other Credit Document, will be made without setoff, counterclaim or other defense. Except as provided for in Section 4.04(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 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 located, or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all to such non-non excluded taxes, levies, levies imposts, duties, fees, assessments or other charges (all such nonexcluded taxes levies, imposts, duties, fees assessments or other charges being referred to collectively as "TaxesTAXES"). If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the payment) agrees 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, then the respective Borrower (and any other Credit Party making the payment) shall be obligated agrees to reimburse each Lender, upon the written request of such Lender, Lender for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income or 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 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 respective computations used in determining such amounts. The Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of 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 such Borrower (or the respective other Credit Party)Borrower. The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) to Borrower 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 r imposed and paid or withheld by such Lender.

Net Payments. (a) All Except as provided in this Section 5.06(a), all payments made by or on account of any obligation of any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) hereunder or under any Note Note, Guarantee or other Credit Document will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b)required by Law, all such payments will be made free and clear of, and without deduction or withholding for, any present Taxes (including Taxes imposed or future taxesasserted on amounts payable under this Section 5.06). If, levieshowever, impostsapplicable Laws require any withholding agent to withhold or deduct any Tax, dutiessuch Tax shall be withheld or deducted in accordance with such Laws as reasonably determined by such withholding agent. The applicable withholding agent shall timely pay the amount of any Taxes deducted or withheld in respect of a payment made by a Credit Party hereunder or under any note, fees, assessments Guarantee or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income of a Lender pursuant Credit Document to the laws of the jurisdiction relevant Governmental Authority in which it is organized or the jurisdiction in which the principal office or accordance with applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes")Law. If any Credit Party is the applicable withholding agent, Borrower shall furnish to Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable Law documentation reasonably satisfactory to the Administrative Agent evidencing such payment by the applicable Credit Party. If any Covered Taxes are so levied deducted or imposedwithheld by any applicable withholding agent, then the respective Borrower (and any other applicable Credit Party making the payment) agrees to pay increase the full amount of sum payable by such Taxes, and such additional amounts as may be necessary Credit Party so that every payment of all amounts due under this Agreement or under any Notethat, after such deduction or withholding (including such deduction or deduction for or withholding on account of any TaxesCovered Taxes applicable to additional sums payable under this Section 5.06) the amount received by each Lender or, in the case of payments made to the Administrative Agent for its own account, the Administrative Agent, 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 respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to recipient would have received had no such withholding taxes) imposed on or measured by the net income 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 respective Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower (or the respective other Credit Party)deduction been made. The Credit Agreement Parties agree to jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) to indemnify and hold harmless the Administrative Agent and each Lender, and reimburse such Lender any of them upon its written request, for the amount of any Covered Taxes so that are levied or imposed and paid by such Lenderindemnitee (including Covered Taxes imposed or asserted on amounts payable under this Section 5.06) and for any reasonable expenses arising therefrom in each case, whether or not such Covered Taxes were correctly or legally imposed, other than any interest or penalties that are determined by a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the indemnitee’s gross negligence or willful misconduct. Such written request shall include a certificate setting forth in reasonable detail the basis of such request and such certificate, absent manifest error, shall be conclusive.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Partyeach Borrower, in its capacity as a guarantor pursuant to Section 14) or under any Note in each case will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b5.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (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 other Credit Party making the paymentrespective 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, then the respective U.S. Borrowers (jointly and severally), Canadian Borrowers (jointly and severally) or the European Borrower (and any other Credit Party making the payment) shall be obligated 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 the net additional taxes (after taking into account available credits with respect to such withholding 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 . The respective Borrower (or Credit Party) Borrowers 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 or other evidence reasonably satisfactory to the Administrative Agent evidencing such payment by such Borrower (Borrowers or the respective other Credit Party). The Credit Agreement Parties U.S. Borrowers (jointly and severally agree severally), the Canadian Borrowers (jointly and severally) and the European Borrower (and each Subsidiary Guarantor pursuant to its any Credit Party making the respective Subsidiary Guaranty, and payment or which has guaranteed the incorporation by reference therein obligations of the provisions of this Section 4.04respective Borrower), shall agree) 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.

Net Payments. (a) All payments made to the Bank by any Credit Party CLC hereunder, under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) Note or under any Note other Loan Document will be made without setoffset off, counterclaim or other defense. Except as provided in Section 4.04(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 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 a Lender the 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 the Bank is located or any subdivision thereof or therein) located), and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxescollectively, leviestogether with any amounts payable pursuant to the next sentence, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). CLC shall also reimburse the Bank, upon the written request of the Bank, for 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), or the jurisdiction (or 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 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 respective Borrower (and any other Credit Party making the payment) 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 Xxxxxx 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, then the respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 respective Borrower (or Credit Party) CLC will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes due pursuant to applicable law Bank upon request certified copies of tax receipts evidencing such payment by such Borrower (or the respective other Credit Party)CLC. The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) 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 or withheld by such Lenderthe Bank.

Net Payments. (a) All payments made by any Credit Party under any Credit Document Borrower hereunder (including, in the case of a Credit Agreement Partythe Corporation, in its capacity as a guarantor Guarantor pursuant to Section 14) or under any Note will be made without setoff, deduction, counterclaim or other defense. Except as provided in Section Sections 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 or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (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 thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "TaxesTAXES"). If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the payment) agrees 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, then the respective Borrower (and any other Credit Party making the payment) shall be obligated agrees to reimburse each Lender, upon the written request of such Lender, for the net any additional amount of taxes (after taking into account available credits with respect to such withholding 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 . The respective Borrower (or Credit Party) will furnish to the Administrative Agent and the applicable Lender within 45 days after the date of the payment of any Taxes is due pursuant to applicable law certified copies of official tax receipts evidencing such payment by such Borrower (or the respective other Credit Party)Borrower. The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) 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.

Net Payments. (a) All payments made by or on account of any Credit Party under obligation of the Borrower or any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments Guarantor will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein Taxes with respect to such payments (but excludingpayments, except as provided in the second succeeding sentence, any tax imposed on or measured unless required by the net 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 thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes")law. If any Taxes are so levied required to be withheld or imposeddeducted, the respective Borrower (and any other Credit Party making the payment) or Guarantor, if applicable, agrees to pay the full amount of such TaxesTaxes to the relevant Governmental Authority and, and if such Tax is an Indemnified Tax, such additional amounts to the recipient 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, Loan Document 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 respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request Loan Document after withholding or deduction for or on account of such LenderIndemnified Taxes (including such deductions and withholdings applicable to additional sums payable under this Section 4.4(a)). As soon as practicable after any payment of Taxes, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income of such Lender pursuant to the laws of the jurisdiction but 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 respective Borrower (or Credit Party) will furnish to the Administrative Agent within no event later than 45 days after the date of the payment of any Taxes due pursuant Taxes, the relevant Borrower or Guarantor will furnish to applicable law the Administrative Agent certified copies of tax receipts the receipt issued by the relevant Governmental Authority evidencing such payment by such Borrower (or Guarantor, a copy of the respective return reporting such payment or other Credit Party)evidence of such payment reasonably satisfactory to the Administrative Agent. The Credit Agreement Parties jointly and severally agree (and each Subsidiary relevant Borrower or Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) agrees to indemnify and hold harmless the Administrative Agent and each Lender, and to reimburse such Lender upon its written request, Person for the full amount of any Indemnified Taxes so levied or imposed (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 4.4(a)) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed by the relevant Governmental Authority and paid by such Person, within 10 days after written demand therefor. A certificate as to the amount of such payment or liability and the reasons therefor in reasonable detail delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The relevant Borrower or Guarantor shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

Net Payments. (a) All Any and all payments made by or on behalf of any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will shall be made free and clear of, and without deduction or withholding forfor or on account of, any present Indemnified Taxes; but if the Borrower or future taxesany Guarantor or the Administrative Agent shall be required by applicable Requirements of Law to deduct or withhold any Taxes from such payments, leviesthen (i) the Borrower or such Guarantor or the Administrative Agent shall make such deductions or withholdings as are reasonably determined by the Borrower, imposts, duties, fees, assessments such Guarantor or other charges of whatever nature now or hereafter imposed the Administrative Agent to be required by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to applicable Requirement of Law, (ii) the Borrower, such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income of a Lender pursuant to the laws of the jurisdiction in which it is organized Guarantor 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 interestAdministrative Agent, penalties or similar liabilities with respect thereto (all such non-excluded taxesas applicable, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the payment) agrees to shall timely pay the full amount deducted or withheld to the relevant Governmental Authority within the time allowed and in accordance with applicable Requirements of such TaxesLaw, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Note, after (iii) to the extent withholding or deduction for or is required to be made on account of any Indemnified Taxes, will not the sum payable by the Borrower or such Guarantor shall be less than increased as necessary so that, after making all required deductions and withholdings (including deductions or withholdings applicable to additional sums payable under this Section), the Administrative Agent or any Lender, as the case may be, receives an amount provided for herein equal to the sum it would have received had no such deductions or in such Notewithholdings on account of Indemnified Taxes been made. If Whenever any amounts Indemnified Taxes are payable in respect of Taxes pursuant by the Borrower or such Guarantor, as promptly as possible thereafter, the Borrower or Guarantor shall send to the preceding sentence, then Administrative Agent for its own account or for the respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request account of such Lender, for as the net additional taxes case may be, a certified copy of an official receipt (after taking into account available credits with respect or other evidence acceptable to such withholding taxesLender, acting reasonably) imposed on or measured received by the net income Borrower or such Guarantor showing payment thereof. After any payment of such Lender pursuant Taxes by any Credit Party or the Administrative Agent to the laws of the jurisdiction a Governmental Authority as provided 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 sentenceSection, the respective Borrower (or Credit Party) will furnish shall deliver to the Administrative Agent within 45 days after or the date Administrative Agent shall deliver to the Borrower, as the case may be, a copy of the payment a receipt issued by such Governmental Authority evidencing such payment, a copy of any Taxes due pursuant return required by laws to applicable law certified copies of tax receipts evidencing report such payment by or other evidence of such payment reasonably satisfactory to the Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary GuarantyAdministrative Agent, and as the incorporation by reference therein of the provisions of this Section 4.04, shall 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 Lendercase may be.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (includingthe Borrowers hereunder, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note or any other Credit Document, will be made without setoff, counterclaim or other defense. Except as provided for in this Section 4.04(b5.4(a), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in with respect to the second succeeding sentenceAdministrative Agent, any Lender or any other recipient of any such payment, any tax imposed on or measured by the net income (or any franchise tax based on net or gross income) of a Lender such recipient pursuant to the laws of the United States or of the jurisdiction in (or any political subdivision or taxing authority thereof or therein) under which it such recipient is organized or the jurisdiction in which the principal office or applicable lending office of such Lender recipient is located or any subdivision thereof or thereinlocated) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxescollectively, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "“Taxes"”). If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the payment) agrees Borrowers agree to pay the full amount of such Taxes, Taxes and such additional amounts (after payment of all Taxes) as may be necessary so that every payment 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 Note. If Note or in such other Credit Document, provided, however, that the Borrowers shall not be required to increase any such amounts payable to any Lender with respect to any Taxes (i) that are attributable to such Lender’s failure to comply with the requirements of Section 5.4(b) or (ii) that are United States withholding taxes imposed on amounts payable in respect of Taxes pursuant to such Lender at the time the Lender becomes a party to this Agreement (or designates a new lending office), except to the preceding sentenceextent that such Lender (or its assignor, then if any) was entitled, at the respective Borrower time of assignment (and any other Credit Party making or designation of a new lending office), to receive additional amounts from the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits Borrowers with respect to such withholding taxes) imposed on or measured by the net income 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 Taxes pursuant to this sentence, the respective Borrower (or Credit Party) Section 5.4(a). The Borrowers will furnish to the Administrative Agent within 45 days after the date of 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 such Borrower (or the respective other Credit Party)Borrowers. The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) 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 or imposed and paid or withheld by the Administrative Agent or such Lender.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) Obligor hereunder or under any Term Note or any Guarantee will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(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 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 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 thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or Taxes (other charges than Excluded Taxes) being referred to collectively as "Covered Taxes"). If any Covered Taxes are so levied or imposed, the respective Borrower (each Obligor agrees on a joint and any other Credit Party making the payment) agrees several basis 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 Term 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 Term Note. If any amounts are payable in respect of Covered Taxes pursuant to the preceding sentence, then each Obligor agrees, notwithstanding the respective Borrower (and any other Credit Party making the payment) shall be obligated definition of Excluded Taxes, to reimburse on a joint and several basis each Lender, upon the written request of such Lender, (i) for the net additional taxes (after taking into account available credits with respect to such withholding 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 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 respective Borrower (or Credit Party) . Each Obligor will furnish to the Administrative Agent within 45 days after the date of 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 such Borrower (or the respective other Credit Party)Obligor. The Credit Agreement Parties Obligors agree to jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) 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 LenderLender and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or Borrowers hereunder and under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(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 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 or Issuing Lender (x) 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 or such Issuing Lender is located or any subdivision thereof or thereintherein or (y) that is a Connection Tax, (ii) any United States federal withholding tax imposed (x) on amounts payable to or for the account of a Lender or an Issuing Lender with respect to an applicable interest in a Loan or a Note pursuant to a law in effect on the date on which such Lender or Issuing Lender acquires such interest in the Loan or Note or such Lender changes its lending office, except in each case to the extent that amounts with respect to such Taxes were payable either to such Lender or Issuing Lender’s assignor immediately before such Lender or Issuing Lender became a party hereto or to such Lender or Issuing Lender immediately before it changed its lending office or (y) under FATCA, (iii) any branch profits tax imposed by the United States or any comparable tax imposed by any foreign jurisdiction, and (iv) in the case of a Lender, any tax imposed, deducted or withheld on or from any payments made by the Borrowers hereunder and under any Note that are attributable to such Lender’s failure, inability or ineligibility at any time during which such Lender is a party to this Agreement to deliver the Internal Revenue Service forms described in Section 5.04(b) and the Section 5.04(b)(ii) Certificate (as applicable), except to the extent such failure, inability or ineligibility is due to a Change in Tax Law occurring after the date on which such Lender became a party to this Agreement (except, in the case of an assignment, to the extent that such Lender’s assignor was entitled, at the time of such assignment, to receive additional payments from a Borrower with respect to such tax) (all such excluded taxes being referred to collectively as “Excluded Taxes”), and all interest, penalties or similar liabilities with respect thereto 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 "81 “Taxes"”), unless such withholding or deduction is required by applicable law. If any Taxes are so levied or imposed, the respective Borrower (Borrowers jointly and any other Credit Party making the payment) agrees severally agree to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any 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 respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, Note after withholding or deduction for the net additional taxes (after taking into or on account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 respective Borrower (or Credit Party) Taxes. The Borrowers 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 such Borrower (or the respective other Credit Party)Borrowers. The Credit Agreement Parties Borrowers jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) to indemnify and hold harmless each Lender, Lender and each Issuing Lender and reimburse such Lender and such Issuing Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender or such Issuing Lender, within 15 days of receipt of such written request.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit this Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note will shall be made without setoff, setoff or counterclaim or other defense. Except and in such amounts as provided may be necessary in Section 4.04(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 government or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in herein collectively called the second succeeding sentence, "Taxes") other than any tax imposed Taxes on or measured by the net income income, net worth or shareholders' capital of a Lender Bank or a Participant or the Issuing Bank pursuant to the income tax laws of the jurisdiction in which it is organized where such Bank's or the jurisdiction in which the Issuing Bank's principal office or applicable lending office of such Lender is located or any subdivision thereof where such Participant's principal or thereinparticipating office is located) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred shall not be less than the amounts otherwise specified to collectively as "Taxes"). If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the payment) 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 paid under this Agreement and the Notes; PROVIDED that if any Bank or any Participant or the Issuing Bank fails to comply with the applicable provisions of Section 10.06(g) hereof or paragraph (b) of this Section 2.12, as the case may be, then, all such payments to such Bank or to any Bank which has sold a participation pursuant to Section 10.06(b) hereof or to the Issuing Bank shall be net of any amounts the Company is required to withhold under applicable law. For a Bank or the Issuing Bank to be entitled to compensation pursuant to this Section 2.12 (i) in the case of compensation for United States Federal income or withholding Taxes in respect of any NoteInterest Period, such Bank or the Issuing Bank must notify the Company within 30 days after the end of such Interest Period and (ii) in the case of compensation for any United States Tax other than a United States Federal income or withholding Tax in respect of any Interest Period, such Bank or the Issuing Bank must notify the Company within 30 days after such Bank or the Issuing Bank receives a written claim for such Tax from any government, political subdivision or taxing authority with respect to such Interest Period. A certificate as to any additional amounts payable to any Bank or the Issuing Bank under this Section 2.12 submitted to the Company by such Bank or the Issuing Bank shall show in reasonable detail the amount payable and the calculations used to determine such amount and shall be conclusive and binding upon the parties hereto, in the absence of manifest error. With respect to each deduction or withholding 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 respective Borrower Company shall promptly (and in any event not later than 45 days thereafter) furnish to each Bank or the Issuing Bank such certificates, receipts and other Credit Party making documents as may be required (in the payment) shall be obligated to reimburse each Lender, upon the written request reasonable judgment of such Lender, for Bank or the net additional taxes (after taking into account available credits with respect Issuing Bank) to such withholding taxes) imposed on or measured by the net income of such Lender pursuant establish any tax credit 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 respective Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower (Bank or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall 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 LenderIssuing Bank may be entitled.

Net Payments. (a) All payments made by Borrower under this Agreement or any Credit Party under any Credit other Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note will shall be made without setoff, counterclaim or other defense. Except in such amounts as provided may be necessary in Section 4.04(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 government or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excludingthereof, except as provided in the second succeeding sentence, other than any tax imposed on or measured by the net income of a Lender Agent or any Bank pursuant to the income tax laws of the United States or of the jurisdiction in which it is organized incorporated or the jurisdiction in which the principal office or applicable where such Bank's lending office of such Lender is located or in which it has any subdivision thereof other contacts or therein) and all interestconnection that would subject it to taxation therein (collectively, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, shall not be less than the respective Borrower (and any other Credit Party making the payment) agrees amounts otherwise specified to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due paid under this Agreement and/or the other Documents. A certificate as to the calculation of any additional amounts payable under this Section 6.5 submitted to the Borrower by such Bank shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or under any Note, after withholding or deduction for or on account of any Taxes, will not Borrower shall promptly furnish to Agent and each Bank such certificates, receipts and other documents as may be less than required (in the amount provided for herein or in judgment of such NoteBank) to establish any tax credit to which such Agent and Bank may be entitled. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the respective Borrower (and any other Credit Party making the payment) shall be obligated agrees to reimburse each LenderAgent and Bank, upon the written request of such Lenderrequest, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income of such Lender Agent or Bank pursuant to the laws of the United States of America, any State or political subdivision thereof, or the jurisdiction in which Agent or such Lender Bank is organized incorporated, or a jurisdiction in which the principal office or applicable lending office of Agent or such Lender Bank is located 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 jurisdiction, as such Lender Agent or such Bank shall determine are or were payable byby such Bank, or withheld from, such Lender in respect of amounts payable to Agent or 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 sentence, the respective Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after Section 6.5. As of the date of this Agreement, each of the payment of any Taxes due pursuant Banks signatory hereto represents to applicable law certified copies of tax receipts evidencing such payment by such Agent and Borrower that there is no Tax presently imposed (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein presently enacted for future imposition) upon them which would result in an obligation of the provisions of Borrower for reimbursement under this Section 4.04, shall 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 Lender6.5.

Net Payments. (a) All Except as provided for in Section 3.03(b), all payments made by any Credit Party under any Credit Document (includingthe Borrower hereunder, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note will be or any other Loan Document, including all payments made without setoffby the Borrower pursuant to its guaranty obligations under Article X, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentencethis Section 3.03(a), any tax imposed on or measured by the net income or net profits of a Lender and franchise taxes imposed on it 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 thereto 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 respective Borrower (and any other Credit Party making the payment) 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 3.03) as may be necessary so that every payment by it 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. The Borrower 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 imposed on and paid by such Lender. If any amounts are payable in respect of Taxes pursuant to this Section 3.03(a), the preceding sentence, then the respective Borrower (and any other Credit Party making the payment) shall be obligated agrees to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income income, profits or franchise 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 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 reimbursement of taxes, which request shall be accompanied by a statement from such Lender pursuant to the preceding sentence and setting forth, in respect of any amounts paid to or on behalf of such Lender pursuant to this sentencereasonable detail, the respective computations used in determining such amounts. The Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of 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 such Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall 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 LenderBorrower.

Net Payments. (a) All payments made by any Credit Party the Guarantors or the Borrower hereunder, or by the Borrower under any Credit Document (includingNote, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b5.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income of a Lender Bank or the Issuing 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 thereto (all such non-excluded taxescollectively, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the payment) agrees Guarantors jointly and severally agree to pay the full amount of such TaxesTaxes to the relevant taxation authority or other governmental authority in accordance with applicable law, 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 respective Borrower (and any other Credit Party making the payment) Guarantors shall jointly and severally be obligated to reimburse each LenderBank or the Issuing Bank, upon as the case may be, within 60 days from the date such Bank or the Issuing Bank makes written request of such Lender, demand therefor for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income of such Lender Bank or the Issuing Bank, as the case may be, 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 or the Issuing 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 or the Issuing Bank, as the case may be, shall determine are payable by, by such Bank or withheld from, such Lender the Issuing Bank in respect of such amounts so paid to or on behalf of such Lender Bank or the Issuing Bank pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender Bank or the Issuing Bank pursuant to this sentence. The Borrower or the Guarantors, as the respective Borrower (or Credit Party) will case may be, shall furnish to the Administrative Agent within 45 60 days after the date of the payment of any Taxes due pursuant to applicable law law, certified copies of tax the receipts evidencing such payment by such the Borrower (or the respective Guarantors or other Credit Party)written proof of payment reasonably satisfactory to the Administrative Agent showing payment thereof. The Credit Agreement Parties Borrower and the Guarantors jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) to indemnify and hold harmless each LenderBank, the Issuing Bank and each of the Agents, and to reimburse such Lender Bank, the Issuing Bank or such Agent (as the case may be) upon its written request, for the amount of any Taxes and Other Taxes (as defined below) so levied or imposed and paid by such LenderBank, the Issuing Bank or such Agent (as the case may be). This indemnification shall be made with 60 days after the date such Bank, the Issuing Bank or such Agent (as the case may be) makes written demand therefor.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (includinga Borrower hereunder, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note or any other Credit Document, will be made without deduction, withholding, setoff, counterclaim or other defense. Except as -21- provided in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing tax- ing 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 thereto 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 respective Borrower (and any other Credit Party making the payment) 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, 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 respective Each Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 respective Borrower (or Credit Party) 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 such Borrower. Each Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) 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.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) Borrower hereunder or under any Note Loan Document will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b4.7(d), all such payments will hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall be made by the Borrower free and clear of, of and without deduction or withholding for, for or on account of any present or future taxestax, leviesduty, impostslevy, dutiesimpost, fees, assessments assessment or other charges charge of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments Governmental Authority, but excluding therefrom (but excluding, except as provided in the second succeeding sentence, any i) a tax imposed on or measured by the overall net income of (including a Lender pursuant to the laws franchise tax based on net income) of the jurisdiction lending office of the Lender in respect of which it the payment is organized or made by the jurisdiction in which the Lender is incorporated or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender with respect to the Loan or portion thereof affected by such change, (iii) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the date this Agreement is executed or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the date hereof, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement) and (iv) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iii) above as a result of a change in the residence, place of incorporation, or principal office place of business of the Lender, a change in the branch or applicable lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder (such Lender is located tax or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, leviesother than the tax or taxes described in Sections 4.7(a)(i) through (iv), imposts, duties, fees, assessments or other charges being herein referred to collectively as "Tax" or "Taxes"). If the Borrower is required by law to make any deduction or withholding of any Taxes are so levied or imposed, the respective Borrower (and from any other Credit Party making the payment) 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 Noteof the Loan Documents, then the amount payable will be increased to such amount which, after withholding deduction from such increased amount of all such Taxes required to be withheld or deduction for or on account of any Taxesdeducted therefrom, will not be less than the amount provided for herein due and payable hereunder had no such deduction or in such Notewithholding been required. If A certificate as to any additional amounts are payable in respect of Taxes pursuant to a Lender under this Section 4.7 submitted to the preceding sentence, then the respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 show in reasonable detail the amount 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 respective Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04calculations used to determine in good faith such amount and shall, shall agree) to indemnify absent manifest error, be final, conclusive and hold harmless each Lender, and reimburse such Lender binding upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lenderall parties hereto.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(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 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 of a Lender any 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 in which such Bank is organized) or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxescollectively, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the payment) 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, then the respective The Borrower (and any other Credit Party making the payment) shall be obligated to also reimburse each LenderBank, upon the its written request (which request shall set forth the basis for calculation of such Lenderreimbursement), for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 as it shall determine are payable by it in respect of amounts paid to or in which the principal office or applicable lending office on behalf of such Lender is located Bank pursuant to the preceding sentence 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 respective . The Borrower (or Credit Party) will furnish to the Administrative Agent applicable Bank within 45 days after the date of 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 such Borrower (or the respective other Credit Party)Borrower. The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) to Borrower 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.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or Borrower hereunder and under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or net profits (or franchise taxes imposed in lieu thereof) of an Agent or 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 thereto 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 respective Borrower (and any other Credit Party making the payment) agrees to pay the full amount of such TaxesTaxes to the relevant taxing authority, 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, then the respective Borrower (and any other Credit Party making the payment) shall be obligated agrees to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income or net profits (or franchise taxes imposed in lieu thereof) 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, the respective . The Borrower (or Credit Party) 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 such Borrower (or the respective other Credit Party)Borrower. The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) 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.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) Borrower hereunder or under any Note Loan Document will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b4.6(d), all such payments will hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall be made by Borrower free and clear of, of and without deduction or withholding for, for or on account of any present or future taxestax, leviesduty, impostslevy, dutiesimpost, fees, assessments assessment or other charges charge of whatever nature now or hereafter imposed by any Governmental Authority, but excluding therefrom (i) a tax imposed on or measured by the net income, net profits, net receipts or capital (including a branch profits tax or a franchise tax based on net income, net profits, net receipts or capital) of the Lender by the jurisdiction (or political subdivision or taxing authority thereof) in which the Lender is incorporated or organized, or in which it is a citizen, resident or domiciliary or the jurisdiction (or political subdivision or taxing authority thereof) in which any lending office that participated in the making of a loan hereunder is located, (ii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless, and to the extent that, such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender with respect to the Loan or portion thereof affected by such change and (iii) any tax imposed on or measured by the net income, net profits, net receipts or capital (including a branch profits tax, or a franchise tax based on net income, net profits, net receipts or capital) of a Lender or an office or branch thereof by the United States of America or any political subdivision or taxing authority thereof or therein with respect to (such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, leviesother than a tax or taxes excluded under (i), imposts(ii), dutiesor (iii), fees, assessments or other charges being herein referred to collectively as "Tax" or "Taxes" and tax or taxes excluded under (i), (ii) or (iii) shall be referred to as "Excluded Taxes"). If Borrower is required by law to make any deduction or withholding of any Taxes are so levied or imposed, the respective Borrower (and from any other Credit Party making the payment) 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 Noteof the Loan Documents, then the amount payable will be increased to such amount which, after withholding deduction from such increased amount of all such Taxes required to be withheld or deduction for or on account of any Taxesdeducted therefrom, will not be less than the amount provided for herein due and payable hereunder had no such deduction or in such Notewithholding been required. If A certificate as to any additional amounts are payable in respect of Taxes pursuant to the preceding sentence, then the respective a Lender under this Section 4.6 submitted to Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 show in reasonable detail the amount 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 respective Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04calculations used to determine in good faith such amount and shall, shall agree) to indemnify absent manifest error, be final, conclusive and hold harmless each Lender, and reimburse such Lender binding upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lenderall parties hereto.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) each Borrower hereunder ------------ or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, in the case of each Lender, 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 income, net profits or capital of a such Lender pursuant to the laws of the jurisdiction in 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 political subdivision or taxing authority thereof or therein) and all interest, penalties or similar liabilities with respect thereto to such 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 respective US Borrowers jointly and severally agree, and the Dutch Borrower (and any other Credit Party making the payment) agrees agrees, as applicable, 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 (any such amounts, then the respective "Gross-Up Amount"), the US Borrowers jointly and severally agree, and the Dutch Borrower (and any other Credit Party making the payment) shall be obligated agrees, as applicable, to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 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 byincurred by such Lender (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 relevant Borrower to such Lender in respect of (to the extent such amounts so paid to allowable credit, deduction or on behalf other benefit actually reduced the tax liability of such Lender pursuant to the preceding sentence and in respect of any amounts paid to (or on behalf of would have actually reduced such tax liability if such Lender had applied for or utilized such allowable credit, deduction or other benefit) in the taxable year in which such additional amount is paid or in a preceding taxable year of (i) the Gross-Up Amount or (ii) any amount paid pursuant to this sentence, ) that would not have been incurred in the respective absence of the payment by such Borrower of (i) the Gross-Up Amount or Credit Party(ii) any amount paid pursuant to this sentence. Each 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 such Borrower (or the respective other Credit Party)Borrower. The Credit Agreement Parties US Borrowers jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guarantyagree, and the incorporation by reference therein of the provisions of this Section 4.04Dutch Borrower agrees, shall agree) as applicable, 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 LenderLender in respect of any payments by or on behalf of such Borrower.

Net Payments. (a) All Any and all payments made to the Bank by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will Applicant hereunder shall be made free and clear of, of and without deduction or withholding forfor any Covered Taxes, unless an Applicant is required to deduct or withhold Covered Taxes. If an Applicant shall be required by law to deduct or withhold any present Covered Taxes from or future taxes, levies, imposts, duties, fees, assessments or other charges in respect of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income of a Lender pursuant sum payable hereunder to the laws of Bank, (i) the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (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 respective Borrower (and any other Credit Party making the payment) agrees to pay the full amount of such Taxes, and such additional amounts sum payable shall be increased as may be necessary so that every payment after making all required deductions or withholdings of all amounts due Covered Taxes (including deductions or withholdings applicable to additional sums payable under this Agreement Section 7) the Bank receives an amount equal to the sum it would have received had no such deductions or under any Note, after withholding withholdings been required and (ii) such Applicant shall pay the full amount deducted or deduction for withheld to the relevant taxing authority in accordance with applicable law and shall provide the Bank with the original or on account a certified copy of any Taxes, will not be less than the amount provided for herein or in receipt evidencing such Notepayment. If any amounts are payable the Bank determines in good faith that it has received a refund in respect of any Covered Taxes with respect to which any Applicant has paid additional amounts pursuant to this Section 7, the preceding sentence, then Bank shall promptly after the respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request date of such Lenderreceipt pay over the amount of such refund to such Applicant (but only to the extent of additional amounts paid by the Applicant under this Section 7 with respect to the Covered Taxes giving rise to such refund), for net of all reasonable expenses of the net Bank (including additional taxes Taxes attributable to such refund, as determined in good faith by the Bank) and without interest (after taking into account available credits other than interest, if any, paid by the relevant taxing authority with respect to such withholding taxes) imposed on or measured refund). Any Applicant shall, upon demand, repay to the Bank any amount paid over to such Applicant by the net income Bank in the event the Bank is required to repay any portion of such Lender pursuant refund to such taxing authority. Nothing in this Section 7 shall entitle any Applicant to have access to the laws records 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 byBank, or withheld fromincluding, 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 sentencewithout limitation, the respective Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall 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 Lenderreturns.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or Borrowers hereunder and under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(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 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 or Issuing Lender (x) 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 or such Issuing Lender is located or any subdivision thereof or thereintherein or (y) that is a Connection Tax, (ii) any United States federal withholding tax imposed (x) on amounts payable to or for the account of a Lender or an Issuing Lender with respect to an applicable interest in a Loan or a Note pursuant to a law in effect on the date on which such Lender or Issuing Lender acquires such interest in the Loan or Note or such Lender changes its lending office, except in each case to the extent that amounts with respect to such Taxes were payable either to such Lender or Issuing Lender’s assignor immediately before such Lender or Issuing Lender became a party hereto or to such Lender or Issuing Lender immediately before it changed its lending office or (y) under FATCA, (iii) any branch profits tax imposed by the United States or any comparable tax imposed by any foreign jurisdiction, and (iv) in the case of a Foreign Lender (as defined in Section 5.04(b)), any tax imposed, deducted or withheld on or from any payments made by the Borrowers hereunder and under any Note that are attributable to such Foreign Lender’s failure, inability or ineligibility at any time during which such Foreign Lender is a party to this Agreement to deliver the Internal Revenue Service forms described in Section 5.04(b) and the Section 5.04(b)(ii) Certificate (as applicable), except to the extent such failure, inability or ineligibility is due to a Change in Tax Law occurring after the date on which such Foreign Lender became a party to this Agreement (except, in the case of an assignment, to the extent that such Foreign Lender’s assignor was entitled, at the time of such assignment, to receive additional payments from a Borrower with respect to such tax) (all such excluded taxes being referred to collectively as “Excluded Taxes”), and all interest, penalties or similar liabilities with respect thereto 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"”), unless such withholding or deduction is required by applicable law. If any Taxes are so levied or imposed, the respective Borrower (Borrowers jointly and any other Credit Party making the payment) agrees severally agree to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any 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 respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, Note after withholding or deduction for the net additional taxes (after taking into or on account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 respective Borrower (or Credit Party) Taxes The Borrowers 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 such Borrower (or the respective other Credit Party)Borrowers. The Credit Agreement Parties Borrowers jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) to indemnify and hold harmless each Lender, Lender and each Issuing Lender and reimburse such Lender and such Issuing Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender or such Issuing Lender, within 15 days of receipt of such written request.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (includingeach Borrower hereunder, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note will or any other Loan Document, and all payments made by the Company pursuant to its guaranty obligations under Article X, shall be made without setoff, counterclaim or other defense. Except as provided for in Section 4.04(b3.03(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such 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 and franchise taxes imposed on it 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 the Domestic Lending Office or Foreign 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 thereto 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 respective applicable Borrower (and any other Credit Party making the payment) 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 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, then the respective such Borrower (and any other Credit Party making the payment) shall be obligated agrees to reimburse each Lender, upon the written request of such Lender, Lender for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income or profits of such Lender by reason of the payment of such Taxes and net of any tax benefits received by 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 Domestic Lending Office or Foreign 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 the Domestic Lending Office or Foreign Lending Office of such Lender is located located, as the case may be, and for any withholding of income or similar taxes imposed by the United States of America or, in the case of any Canadian Lender, Canada 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, which request shall be accompanied by a statement from such Lender setting forth, in reasonable detail, the respective computations used in determining such amounts. Each Borrower (or Credit Party) will furnish to the Administrative Global Agent within 45 days after the date of 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 such Borrower. Each Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) to will indemnify and hold harmless the Global Agent and each Lender, and reimburse the Global Agent or such Lender upon its written request, for the amount of any Taxes attributable to such Borrower so levied or imposed and paid or withheld by such Lender.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) Borrowers hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b)) and (c) with respect to payments made by a Borrower hereunder or under any Note, all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to from or through which such payments originate or are made (but excluding, except as provided (i) in the second succeeding sentencecase of each Bank and the Administrative Agent, any tax imposed on or measured by the net income of a Lender or profits pursuant to the laws of the jurisdiction in which it such Bank or the Administrative Agent (as the case may be) is organized or any subdivision thereof or therein and (ii) in the case of each Bank, any tax imposed on or measured by net income or profits pursuant to the laws of 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 thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "TaxesTAXES"). If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the payment) agrees 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, then the The respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 respective Borrower (or Credit Party) 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 receipts, or other documents reasonably satisfactory to the Bank or Administrative Agent, evidencing such payment by such Borrower (or the respective other Credit Party)Borrower. The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) 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; PROVIDED, however, that the relevant Borrower shall not be obligated to make payment to the Bank or the Administrative Agent (as the case may be) pursuant to this Section in respect of penalties, interest and other liabilities attributable to Taxes, if (x) written demand therefor has not been made by such Bank or the Administrative Agent within 90 days from the date on which such Bank or the Administrative Agent knew of the imposition of Taxes by the relevant governmental authorities or (y) to the extent such penalties, interest and other liabilities are attributable to the gross negligence or willful misconduct of the Bank. If any Bank shall obtain a refund, credit or deduction as a result of the payment of or indemnification for any Taxes made by any Borrower to such Bank pursuant to this Section 4.04(a), such Bank shall pay to such Borrower an amount with respect to such refund, credit or deduction equal to any net tax benefit actually received by such Bank as a result thereof which such Bank determines, in its sole discretion, to be attributable to such payment.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) Borrower hereunder or under any Note Loan Document will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b4.7(d), all such payments will hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall be made by Borrower free and clear of, of and without deduction or withholding for, for or on account of any present or future taxestax, leviesduty, impostslevy, dutiesimpost, fees, assessments assessment or other charges charge of whatever nature now or hereafter imposed by any Governmental Authority, but excluding therefrom (i) a tax imposed on or measured by the net income, net profits, net receipts or capital (including a branch profits tax or a franchise tax based on net income, net profits, net receipts or capital) of the Lender by the jurisdiction (or political subdivision or taxing authority thereof) in which the Lender is incorporated or organized, or in which it is a citizen, resident or domiciliary or the jurisdiction (or political subdivision or taxing authority thereof) in which any lending office that participated in the making of a loan hereunder is located, (ii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless, and to the extent that, such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender with respect to the Loan or portion thereof affected by such change and (iii) any tax imposed on or measured by the net income, net profits, net receipts or capital (including a branch profits tax, or a franchise tax based on net income, net profits, net receipts or capital) of a Lender or an office or branch thereof by the United States of America or any political subdivision or taxing authority thereof or therein with respect to (such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, leviesother than a tax or taxes excluded under (i), imposts(ii), dutiesor (iii), fees, assessments or other charges being herein referred to collectively as "Tax" or "Taxes" and tax or taxes excluded under (i), (ii) or (iii) shall be referred to as "Excluded Taxes"). If Borrower is required by law to make any deduction or withholding of any Taxes are so levied or imposed, the respective Borrower (and from any other Credit Party making the payment) 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 Noteof the Loan Documents, then the amount payable will be increased to such amount which, after withholding deduction from such increased amount of all such Taxes required to be withheld or deduction for or on account of any Taxesdeducted therefrom, will not be less than the amount provided for herein due and payable hereunder had no such deduction or in such Notewithholding been required. If A certificate as to any additional amounts are payable in respect of Taxes pursuant to the preceding sentence, then the respective a Lender under this Section 4.6 submitted to Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 show in reasonable detail the amount 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 respective Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04calculations used to determine in good faith such amount and shall, shall agree) to indemnify absent manifest error, be final, conclusive and hold harmless each Lender, and reimburse such Lender binding upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lenderall parties hereto.

Net Payments. (a) All payments made by Borrower or any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) Guarantor hereunder or under any Note or any Guarantee will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(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 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 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 thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or Taxes (other charges than Excluded Taxes) being referred to collectively as "Covered Taxes"). If any Covered Taxes are so levied or imposed, Borrower and each Guarantor, as the respective Borrower case may be, agrees (on a joint and any other Credit Party making the paymentseveral basis) agrees 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 TaxesCovered Taxes (including any covered Taxes attributable to any amounts under this Section 5.06), will not be less than the amount provided for herein or in such NoteNote or Guarantee. If any amounts are payable in respect of Taxes pursuant to Borrower and each Guarantor, as the preceding sentencecase may be, then the respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 respective Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of 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 or Administrative Agent, as the case may be, evidencing such payment by such Borrower or any Guarantor. Borrower and the Guarantors agree (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agreeseverally) to indemnify and hold harmless each Lender, and the Administrative Agent and reimburse such Lender or Administrative Agent, promptly upon its written request, for the amount of any Covered Taxes so levied or imposed and paid by such LenderLender or Administrative Agent and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto whether or not such Covered Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that if any Obligor determines in good faith that a reasonable basis exists for contesting any Covered Taxes or Other Taxes for which an increase in the amount of such payment is made or for which indemnification has been demanded pursuant to this Section 5.06, such Lender or the Administrative Agent, as applicable, shall cooperate with such Obligor in challenging such Covered Taxes or Other Taxes at such Obligor's expense if so requested by such Obligor in writing.

Net Payments. (a) All Except as provided in Section 5.06(b), all payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) hereunder or under any Note or any Guarantee will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(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 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 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 thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or Taxes (other charges than Excluded Taxes) being referred to collectively as "Covered Taxes"). If any Covered Taxes are so levied lev- ied or imposed, the respective Borrower (and any other each Credit Party making the payment) agrees on a joint and several basis 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 ; provided that no such additional amount shall be required to be paid to any amounts are payable in respect of Taxes pursuant Lender under this Section 5.06 to the preceding sentence, then the respective Borrower (and extent such additional amount relates to a portion of any other Credit Party making the payment) shall be obligated sums paid or payable to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits Lender under any Note or Guarantee with respect to such withholding taxes) imposed on or measured by the net income of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which does not act for its own account unless the principal office or applicable lending office of beneficial owner would otherwise be entitled to 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 respective Borrower (or additional amount. Each Credit Party) Party will furnish to the Administrative Collateral Agent within 45 days after the date of 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 such Borrower (or the respective other Credit Party). The Credit Agreement Parties agree to jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) 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 LenderLender and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note will be made without setoff, counterclaim or other defensedefense (other than payment of such Obligation in cash in accordance with the terms hereof). Except as provided in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (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 thereto 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 respective Borrower (and any other Credit Party making the payment) 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 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, then the respective Borrower (and any other Credit Party making the payment) shall be obligated jointly and severally agree to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding 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, the respective . The Borrower (or Credit Party) 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 such the Borrower (or the respective Credit Party. The Borrower and any other Credit Party). The Credit Agreement Parties Party jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall 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.

Net Payments. (a) All payments made by or on account of any obligation of any Credit Party under any Credit Document (includinghereunder, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note will be made without setoffor any other Loan Document, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentencethis Section 3.03(a), any tax imposed on or measured by the net income or net profits of a the Lender and franchise taxes imposed on it pursuant to the laws of the jurisdiction in under which it the Lender is organized or the jurisdiction in which the principal office or applicable lending office of such Lender the Lender, as applicable, is located or any subdivision thereof or therein) and all interest, penalties penalties, additions to tax or similar liabilities with respect thereto 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 respective Borrower (and any other applicable Credit Party making the payment) 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 3.03) as may be necessary so that every payment by it 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 Credit Parties will indemnify and hold harmless the preceding sentence, then the respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, and reimburse the Lender upon the written request of such Lenderits request, for the net additional taxes (after taking into account available credits full amount of any Taxes payable or paid by the Lender or required to be withheld or deducted from a payment to the Lender and any reasonable expenses arising therefrom or with respect to thereto, whether or not such withholding taxes) Taxes were correctly or legally imposed on or measured asserted by the net income of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or relevant Governmental Authority. The 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 respective Borrower (or Credit Party) Party will furnish to the Administrative Agent Lender within 45 15 days after the date of 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 such Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall 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 LenderBorrower.

Net Payments. (a) A. All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) Borrower hereunder or under any Note Loan Document will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b)All payments hereunder and under any of the Loan Documents (including, all such without limitation, payments will on account of principal and interest and fees) shall be made by the Borrower free and clear of, of and without deduction or withholding for, for or on account of any present or future taxestax, leviesduty, impostslevy, dutiesimpost, fees, assessments assessment or other charges charge of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments Governmental Authority, but excluding therefrom (but excluding, except as provided in the second succeeding sentence, i) any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu of a Lender pursuant to the laws net income taxes) of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which it the Lender is organized incorporated or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the date this Agreement is executed or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the date hereof, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal office place of business of the Lender, a change in the branch or applicable lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder and (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) (such Lender is located tax or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, leviesother than the tax or taxes described in Sections 4.7(a)(i) through (vi), imposts, duties, fees, assessments or other charges being herein referred to collectively as "“Tax” or “Taxes"”). If the Borrower is required by law to make any deduction or withholding of any Taxes are so levied or imposed, the respective Borrower (and from any other Credit Party making the payment) 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 Noteof the Loan Documents, then the amount payable will be increased to such amount which, after withholding deduction from such increased amount of all such Taxes required to be withheld or deduction for or on account of any Taxesdeducted therefrom, will not be less than the amount provided for herein due and payable hereunder had no such deduction or in such Notewithholding been required. If A certificate as to any additional amounts are payable in respect of Taxes pursuant to a Lender under this Section 4.7 submitted to the preceding sentence, then the respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 show in reasonable detail the amount 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 respective Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04calculations used to determine in good faith such amount and shall, shall agree) to indemnify absent manifest error, be final, conclusive and hold harmless each Lender, and reimburse such Lender binding upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lenderall parties hereto.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) Borrowers hereunder or under any Note will be made without setoffset- off, counterclaim or other defensedefense (which payment shall not be deemed a waiver by the Borrowers of any claims arising under this Agreement). Except as provided in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments 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 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 respective Borrower (and any other Credit Party making the payment) 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, then the respective Borrower (and any other Credit Party making the payment) shall be obligated Borrowers agree to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding 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; provided, however, that no such reimbursement shall be required unless such Lender determines that the respective Borrower (amount of such Taxes exceeds the amount of any credit, allowance or Credit Party) 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 Borrowers 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 such Borrower (or the respective other Credit Party)Borrowers. The Credit Agreement Parties Borrowers agree, jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guarantyseverally, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) to indemnify and hold harmless each LenderLender and the Agent, and reimburse such Lender and the Agent upon its their written request, for the amount of any Taxes so levied or imposed and paid by such LenderLender or the Agent. A certificate as to the amount of any such required indemnification payment prepared by such Lender or the Agent shall be final, conclusive and binding for all purposes absent manifest error.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (includingCo- Borrower hereunder, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note or any other Credit Document, will be made without setoff, counterclaim or other defense. Except as provided for in Section 4.04(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 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 thereto 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"). If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the payment) agrees Co-Borrowers agree to pay the full amount of such Taxes, Taxes and such additional amounts as may be necessary so that every payment by any Co-Borrower 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, then the respective Borrower (and any other Credit Party making the payment) shall be obligated Co- Borrowers agree to reimburse each Lender, upon the written request of such Lender, Lender for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income or 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 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 respective computations used in determining such amounts. Each Co- Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of 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 such Borrower (or the respective other Credit Party)Co-Borrower. The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) to Co-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 or imposed and paid or withheld by such Lender.

Net Payments. (a) All payments made by any Credit Party the Borrower under this Agreement or under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note will shall be made without setoff, setoff or counterclaim or other defense. Except and in such amounts as provided may be necessary in Section 4.04(b), order that all such payments will be made free and clear of, and without (after deduction or withholding for, or on account of any present or future income, stamp or other taxes, levies, imposts, duties, fees, assessments fees or other charges of whatever nature now whatsoever nature, levied, collected, withheld, assessed or hereafter imposed by any jurisdiction or by any political subdivision 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 on, or measured by by, the net income of a Lender pursuant to the income tax laws of the jurisdiction in which it is organized jurisdictions where such Lender’s principal or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein(collectively, “Taxes”)) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred shall not be less than the amounts otherwise specified to collectively as "Taxes"). If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the payment) 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 paid under this Agreement or under any NoteCredit Document. If the Borrower is required by law to make any deduction or withholding, after withholding or deduction for or on account of Taxes, from any Taxespayment due hereunder, or under the Notes, then (a) the Borrower shall timely remit such Taxes to the Governmental Authority imposing the same and (b) the amount payable hereunder or under the Notes will be increased to such amount which, after deduction from such increased amount of all amounts required to be deducted or withheld therefrom, will not be less than the amount 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, then if any Lender, or the respective Agent, is required to make any payment on account of Taxes, the Borrower will, upon notification by the Lender or the Agent (which notice shall show the amount of such Taxes) promptly indemnify such person against such Taxes, together with any interest, penalties and any other Credit Party making the payment) expenses payable or incurred in connection therewith. The Borrower shall be obligated to also reimburse each Lender, upon the written request of such Lender, for the net additional federal income taxes (after taking into account available credits with respect to such withholding taxes) and any other taxes imposed on on, or measured by by, the net income 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, by 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 Taxes paid to or on behalf of such Lender pursuant to this sentenceSection 3.7. For purposes of this Section, the respective term “Taxes” includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as to any additional amounts payable to a Lender under this Section 3.7 submitted to the Borrower (by such Lender shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or Credit Party) will withholding for or on account of any Taxes, the Borrower shall promptly furnish to each Lender such certificates, receipts and other documents as may be required (in the Administrative Agent within 45 days after the date judgment of the payment of any Taxes due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agreeLender) to indemnify and hold harmless each Lender, and reimburse establish any tax credit to which such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lendermay be entitled.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement PartyBorrower, in its capacity as a guarantor pursuant to Section 14) or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (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 respective Borrower (and any other Credit Party making the payment) 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, then the respective applicable Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 respective Borrower applicable Bor- rower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower (or the respective other Credit Party). The Credit Agreement Parties Borrowers jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall 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.

Net Payments. (aa.) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) Obligor hereunder or under any Note or any Guarantee will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(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 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 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 thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or Taxes (other charges than Excluded Taxes) being referred to collectively as "Covered Taxes"). If any Covered Taxes are so levied or imposed, the respective Borrower (each Obligor agrees on a joint and any other Credit Party making the payment) agrees several basis 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 sentence, then each Obligor agrees, notwithstanding the respective Borrower (and any other Credit Party making the payment) shall be obligated definition of Excluded Taxes, to reimburse on a joint and several basis each Lender, upon the written request of such Lender, (i) for the net additional taxes (after taking into account available credits with respect to such withholding 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 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 respective Borrower (or Credit Party) . Each Obligor will furnish to the Administrative Agent within 45 days after the date of 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 such Borrower (or the respective other Credit Party)Obligor. The Credit Agreement Parties Obligors agree to jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) 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 LenderLender and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in Borrower or the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) ------------ Guarantors hereunder or under any Note and the Guarantees will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(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 now or hereafter imposed by any jurisdiction Governmental Authority or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or net profits of a Lender (a) 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 thereintherein or (b) as a result of a present or former connection between the Administrative Agent or such Lender and the Governmental Authority imposing such net income or net profits tax (other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement, the Guarantees or any Note)) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Covered Taxes"). If any Covered ------------- Taxes are so levied or imposed, Borrower and each Guarantor, as the respective Borrower (and any other Credit Party making the payment) case may be, agrees 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 sentence, then the respective Borrower (and any other Credit Party making the payment) shall be obligated agrees to reimburse each Lender, upon the written request of such Lender, (i) for the net additional taxes (after taking into account available credits with respect to such withholding 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 as such Lender shall determine are payable by, or withheld from, such 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; provided, -------- however, that Borrower's obligations shall be reduced by any Tax Benefit ------- described in the respective following paragraph. Borrower (or Credit Party) the Guarantors, as the case may be, will furnish to the Administrative Agent within 45 days after the date of the payment of any Covered Taxes is due pursuant to applicable law certified copies of tax receipts or other documentation evidencing such payment by such Borrower. Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) Guarantors agree 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 LenderLender and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto.

Net Payments. (a) All payments made by the Borrower and any other Credit Party hereunder or under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, (A) 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 thereintherein and (B) any U.S. federal withholding Taxes imposed pursuant to FATCA) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "“Taxes"”). If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the payment) 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 NoteCredit 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 NoteCredit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the respective Borrower (and any other Credit Party making the payment) shall be obligated agrees to reimburse each LenderBank, upon the written request of such LenderBank, for the net additional taxes (after taking into account available credits with respect to such withholding 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 it is organized or the jurisdiction 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 it is organized or the jurisdiction 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 respective . The Borrower (or Credit Party) 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 such Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall 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.the

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note Borrower hereunder ------------ will be made without setoffsetoff or counterclaim. The Borrower will pay, counterclaim or other defense. Except as provided in Section 4.04(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 formalization thereof and/or any payments of principal, interest or other amounts made on or in respect of a Loan (all such taxes, levies, costs and charges being herein collectively called "Taxes"; provided that Taxes shall not include taxes imposed on or measured by the -------- overall net income of whatever nature now that Bank (or hereafter any alternative tax imposed generally by any relevant jurisdiction in lieu of a tax on net income) by the United States of America or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excludingtherein, except as provided in taxes imposed under Section 884 of the second succeeding sentence, any tax imposed 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 Lender pursuant to the laws tax on net income) of the jurisdiction that Bank or any foreign office, branch or subsidiary of that Bank by any foreign country or subdivision thereof in which it that Bank or that office, branch or subsidiary is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"doing business). If any Taxes are so levied or imposed, the respective The Borrower (and any other Credit Party making the payment) agrees to shall also pay the full amount of such Taxes, and such additional amounts as may be necessary so equal to increases in taxes payable by 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 Bank described in the amount provided for herein or in such Note. If any amounts foregoing proviso which increases are payable in respect of Taxes pursuant attributable to the preceding sentence, then the respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured payments made by the net income Borrower described in the immediately preceding sentence of such Lender pursuant to this Section. Promptly after the laws of the jurisdiction in date on 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 payment of any such jurisdiction in which such Lender Tax 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 respective Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes due pursuant to applicable law certified copies law, the Borrower will, at the request of tax receipts evidencing such payment by such that Bank, furnish to that Bank evidence, in form and substance satisfactory to that Bank, that the Borrower (or the respective other Credit Party)has met its obligation under this Section 3.04. The Credit Agreement Parties jointly and severally agree (and Borrower will indemnify each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) to 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.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (includingthe Borrower hereunder, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note or any other Credit Document, will be made without setoff, counterclaim or other defense. Except as provided for in this Section 4.04(b4.4(a), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in with respect to the second succeeding sentenceAdministrative Agent, the Arrangers, the Syndication Agent, any Lender or any other recipient of any such payment, (i) any tax imposed on or measured by the net income (or any franchise tax based on net or gross income) of a Lender such recipient pursuant to the laws of the United States or of the jurisdiction in (or any political subdivision or taxing authority thereof or therein) under which it such recipient is organized or the jurisdiction in which the principal office or applicable lending office of such Lender recipient is located or (ii) any branch profits taxes imposed by the United States or any similar tax imposed under the laws of any political subdivision thereof or thereintaxing authority of any such jurisdiction in which the Borrower is located) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxescollectively, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "“Taxes"”). If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the payment) agrees to pay the full amount of such Taxes, Taxes and such additional amounts (after payment of all Taxes) as may be necessary so that every payment 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 Note. If Note or in such other Credit Document, provided, however, that the Borrower shall not be required to increase any such amounts payable to any Lender with respect to any Taxes (i) that are attributable to such Lender’s failure to comply with the requirements of Section 4.4(b) or (ii) that are United States withholding taxes imposed on amounts payable in respect of Taxes pursuant to such Lender at the time the Lender becomes a party to this Agreement (or designates a new lending office), except to the preceding sentenceextent that such Lender (or its assignor, then if any) was entitled, at the respective time of assignment (or designation of a new lending office), to receive additional amounts from the Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 Taxes pursuant to this sentence, the respective Section 4.4(a). The Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of 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 such Borrower (or the respective other Credit Party)Borrower. The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) to Borrower 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 the Administrative Agent or such Lender, provided however, that the Borrower shall not be obligated to reimburse the Administrative Agent or such Lender in respect of penalties, interest or similar liabilities attributable to any such Taxes if (i) such penalties, interest or similar liabilities are attributable to a failure or delay by the Administrative Agent or such Lender to make a written request therefor or (ii) such penalties, interest or similar liabilities have accrued after the Borrower had indemnified the Administrative Agent or such Lender for the Taxes to which such penalties, interest or similar liabilities are attributable.

Net Payments. (a) All payments made by any Credit Party the Borrower hereunder, or by the Borrower under any Credit Document (includingNote, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income 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 thereto (all such non-excluded taxescollectively, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the payment) 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, then the respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each LenderBank, upon the written request of such LenderBank, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 respective . The Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower (or the respective other Credit Party)Borrower. The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) 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.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or hereunder and under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, excluding any tax imposed on or measured by the net 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 thereinExcluded Taxes) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "“Taxes"”). If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the payment) agrees Parties 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 The Credit Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. Without duplication, if any amounts are payable in respect of Taxes pursuant to the two preceding sentencesentences, then the respective Borrower (and any other applicable Credit Party making the payment) shall be obligated agrees to reimburse each Lender, upon Lender within 15 Business Days of receipt of the written request of such Lender, including documentation reasonably supporting such request for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 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 two preceding sentence sentences and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence, the respective Borrower (or . The applicable Credit Party) Party 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 or other documentation reasonably evidencing such payment by such Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) to indemnify and hold harmless each Lender, Recipient and reimburse such Lender Recipient upon its written request, for the amount of any Taxes so levied or imposed and paid by such Recipient. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent demonstrable error.

Net Payments. (a) All Except as provided for in Section 3.03(b), all payments made by any Credit Party under any Credit Document (includingthe Borrower hereunder, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note will be or any other Loan Document, including all payments made without setoffby the Borrower pursuant to its guaranty obligations under Article X, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentencethis Section 3.03(a), any tax imposed on or measured by the net income or net profits of a Lender and franchise taxes imposed on it 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 thereto 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 respective Borrower (and any other Credit Party making the payment) 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 3.03) as may be necessary so that every payment by it 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. The Borrower 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 imposed on and paid by such Lender. If any amounts are payable in respect of Taxes pursuant to this Section 3.03(a), the preceding sentence, then the respective Borrower (and any other Credit Party making the payment) shall be obligated agrees to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 Taxes and for any withholding of taxes such 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 reimbursement of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of Taxes, which request shall be accompanied by a statement from such Lender pursuant to this sentencesetting forth, in reasonable detail, the respective computations used in determining such amounts. The Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of 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 such Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall 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 LenderBorrower.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit this Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note will shall be made without setoff, setoff or counterclaim or other defense. Except and in such amounts as provided may be necessary in Section 4.04(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 government or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in herein collectively called the second succeeding sentence, "Taxes") other than any tax imposed Taxes on or measured by the net income income, net worth or shareholders' capital of a Lender Bank or a Participant pursuant to the income tax laws of the jurisdiction in which it is organized where such Bank's principal or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof where such Participant's principal or thereinparticipating office is located) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred shall not be less than the amounts otherwise specified to collectively as "Taxes"). If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the payment) 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 paid under this Agreement and the Notes; PROVIDED that if any Bank or any Participant fails to comply with the applicable provisions of Section 10.06(g) hereof or paragraph (b) of this Section 2.13, as the case may be, then, all such payments to such Bank or to any Bank which has sold a participation pursuant to Section 10.06(b) hereof shall be net of any amounts the Company is required to withhold under applicable law. For a Bank to be entitled to compensation pursuant to this Section 2.13 (i) in the case of compensation for United States Federal income or withholding Taxes in respect of any NoteInterest Period, such Bank must notify the Company within 30 days after the end of such Interest Period and (ii) in the case of compensation for any United States Tax other than a United States Federal income or withholding Tax in respect of any Interest Period, such Bank must notify the Company within 30 days after such Bank receives a written claim for such Tax from any government, political subdivision or taxing [NYCorp;1203895.1] authority with respect to such Interest Period. A certificate as to any additional amounts payable to any Bank under this Section 2.13 submitted to the Company by such Bank shall show in reasonable detail the amount payable and the calculations used to determine such amount and shall be conclusive and binding upon the parties hereto, in the absence of manifest error. With respect to each deduction or withholding 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 respective Borrower Company shall promptly (and in any event not later than 45 days thereafter) furnish to each Bank such certificates, receipts and other Credit Party making documents as may be required (in the payment) shall be obligated to reimburse each Lender, upon the written request reasonable judgment of such Lender, for the net additional taxes (after taking into account available credits with respect Bank) to such withholding taxes) imposed on or measured by the net income of such Lender pursuant establish any tax credit 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 respective Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall 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 LenderBank may be entitled.

Net Payments. (a) All Except as provided for in Section 3.3(b), all payments made by any Credit Party under any Credit Document (includingthe Borrower hereunder, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note will be or any other Loan Document, including all payments made without setoffby the Borrower pursuant to its guaranty obligations under Section 10, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, excluding (i) any tax imposed on or measured by the net income or net profits of a Lender and franchise taxes imposed on it 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, (ii) any branch profits tax imposed on any Lender by the United States or by the jurisdiction of the Lender’s principal office or Applicable Lending Office, (iii) any tax attributable to Lender’s failure to comply with Section 3.3(b), if it is legally entitled to do so, (iv) in the case of a Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code), any withholding tax that is in effect and would apply to amounts payable to such Lender at the time it becomes a party to this Agreement (or designates a new Applicable Lending Office), except to the extent such Lender (or assignor) was entitled at the time of designation of a new Applicable Lending Office or assignment to receive additional amounts from the Borrower with respect to any withholding tax pursuant to this Section 3.3), or (v) any withholding tax that is imposed pursuant to Sections 1471 through 1474 of the Code and any current or future regulations or official interpretations thereof, and all interest, penalties or similar liabilities with respect thereto 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 Subject to Section 3.3(b), if any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the payment) 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 3.3) as may be necessary so that every payment by it of all amounts due hereunder, under this Agreement any Note or under any Noteother Loan Document, after withholding or deduction for or on account of any Taxes, Taxes will not be less than the amount provided for herein such Lender would have received had no deduction, withholding or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits payment been required or made with respect to such withholding taxes) imposed on or measured by the net income of such Lender pursuant Taxes. Subject 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 sentenceSection 3.3(b), the respective Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) to 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 on and paid by such Lender. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or other evidence satisfactory to the respective Lender, evidencing such payment by the Borrower.

Net Payments. (a) All payments on, or in respect of, the Senior Debt Securities of any series shall be made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will be made free and clear of, and Guarantor without deduction or withholding for, or on account of, any and all present or and future income, stamp and 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 or on behalf of the United Kingdom, or the jurisdiction of residence or by incorporation of the Guarantor, or any political subdivision or taxing authority thereof or therein with respect to (the “Guarantor Taxing Jurisdiction”), unless such payments (but excludingdeduction or withholding is required by law. If a withholding or deduction at source is required, except as provided in the second succeeding sentenceGuarantor shall, any tax imposed on or measured by the net income of a Lender pursuant subject to the laws same limitations and exceptions set forth in Section 10.04 of this Senior Debt Securities Indenture (substituting the jurisdiction in which it is organized or Guarantor for the jurisdiction in which Company therein), pay to the principal office or applicable lending office Holder of any such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the payment) agrees to pay the full amount of such Taxes, and Senior Debt Security such additional amounts as may be necessary so that every net payment of all amounts due under this Agreement principal, premium, if any, interest or under any Noteother amount made to such Holder, after such withholding or deduction for or on account of any Taxesdeduction, will shall not be less than the amount provided for herein or in such NoteSenior Debt Security and this Senior Debt Securities Indenture to be then due and payable. Except as otherwise provided in or pursuant to this Senior Debt Securities Indenture or the Senior Debt Securities of the applicable series, where payment will be made by the Guarantor under Section 13.01, where possible, at least 10 days prior to the first interest payment date with respect to a series of Senior Debt Securities (or if the Senior Debt Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made) under Section 12.01, and at least 10 days prior to each date of payment of principal or interest under Section 12.01 if there has been any change with respect to the matters set forth in the below-mentioned Guarantor Officer’s Certificate, the Guarantor shall furnish to the Trustee and the Paying Agent a Guarantor Officer’s Certificate instructing the Trustee and such Paying Agent whether such payment of principal of and premium, if any, interest or any other amounts on the Senior Debt Securities of such series shall be made to Holders of Senior Debt Securities of such series without withholding for or on account of any tax, fee, duty, assessment or other governmental charge described in this Section 12.02. If any amounts are payable in respect such withholding shall be required, then such Guarantor Officer’s Certificate shall specify by Guarantor Taxing Jurisdiction the amount required to be withheld on payments to such Holders of Taxes pursuant Senior Debt Securities, and that the Guarantor agrees to pay to the preceding sentence, then Trustee or such Paying Agent the respective Borrower (additional amounts required by this Section 12.02. The Guarantor covenants to indemnify the Trustee and any other Credit Party making the payment) shall be obligated Paying Agent for, and to reimburse each Lenderhold them harmless against, upon the written request any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office connection with actions taken or applicable lending office omitted by any of such Lender is located or under the laws of them in reliance on 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 Guarantor Officer’s Certificate furnished pursuant to this sentence, the respective Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall 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 Lender12.02.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) Issuers hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, value-added taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political 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 of a Lender Purchaser 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 Funding Office of such Lender Purchaser is located or and any subdivision thereof or thereinjurisdiction which would have legal power to tax the net income of a Purchaser if such Purchaser had not made any Advance to the Issuers) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxescollectively, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). The Issuers shall also reimburse each Purchaser, upon the written request of such Purchaser, for all other taxes imposed on or measured by the net income of such Purchaser pursuant to the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the principal office or Funding Office of such Purchaser is located as such Purchaser shall determine are payable by such Purchaser in respect of amounts paid to or on behalf of such Purchaser pursuant to the preceding sentence. If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the payment) agrees Issuers 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, then the respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 respective Borrower (or Credit Party) The Issuers will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes is due pursuant to applicable law Law certified copies of tax receipts evidencing such payment by the Issuers (provided, that if any such Borrower (or receipts cannot be obtained within 45 days, the respective other Credit PartyIssuers will furnish such receipts as soon as reasonably practicable). The Credit Agreement Parties jointly and severally agree (and Argentine value-added tax or any tax imposed in replacement thereof will be invoiced directly to the Issuers by each Subsidiary Guarantor pursuant to its respective Subsidiary GuarantyPurchaser which is an Argentine financial institution or whose Funding Office is located in Argentina, and the incorporation by reference therein Issuer will pay such tax directly to such Purchaser upon receipt of the provisions of this Section 4.04, shall agree) to any such invoice. The Issuers will indemnify and hold harmless each LenderPurchaser, and reimburse such Lender Purchaser upon its written request, for the amount of any Taxes so or other taxes described above which are levied or imposed on and paid by such LenderPurchaser.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case or on behalf of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) Borrower hereunder or under any Note Loan Document will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b4.7(d), all such payments will hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall be made by or on behalf of Borrower free and clear of, of and without deduction withholding for or withholding for, on account of any present or future taxestax, leviesduty, impostslevy, dutiesimpost, fees, assessments assessment or other charges charge of whatever nature now or hereafter imposed by any Governmental Authority, but excluding therefrom (i) a tax imposed on the overall net income (including a franchise tax based on net income) of the lending office of the Lender in respect of which the payment is made by the jurisdiction in which the Lender is 77 84 incorporated or organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) in the case of any Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) and that does not comply with Section 4.7(d), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender with respect to the Loan or portion thereof affected by such change and (iii) any tax imposed on or measured by the overall net income (including a franchise tax based on net income, but excluding any taxes imposed by the United States by means of withholding at the source) of a Lender or an office or branch thereof by the United States of America or any political subdivision or taxing authority thereof or therein with respect to (such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, leviesother than excluded tax or taxes, imposts, duties, fees, assessments or other charges being herein referred to collectively as "Tax" or "Taxes"). If Borrower is required by law to make any deduction or withholding of any Taxes are so levied or imposed, the respective Borrower (and from any other Credit Party making the payment) 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 Noteof the Loan Documents, then the amount payable will be increased to such amount which, after withholding deduction from such increased amount of all such Taxes required to be withheld or deduction for or on account of any Taxesdeducted therefrom, will not be less than the amount provided for herein due and payable hereunder had no such deduction or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 respective Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall 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 Lenderbeen required.

Net Payments. (a) All payments made by or on account of any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excludingTaxes, except as provided in the second succeeding sentence, any tax imposed on or measured required by the net 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 thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes")law. If any Taxes are so levied required by applicable law to be withheld or imposeddeducted by any applicable withholding agent from such payments, (i) to the extent such deduction or withholding is on account of an Indemnified Tax or Other Tax, the respective Borrower (and any other sum payable shall be increased by the applicable Credit Party making as necessary so that after all required deductions or withholding (including deduction or withholdings applicable to additional sums payable under this Section 5.01) have been made, the paymentLender (or the Administrative Agent if the Administrative Agent receives the payment for its own account) agrees receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the applicable withholding agent will make such deductions or withholdings, and (iii) the applicable withholding agent shall timely 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 deducted 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 withheld to the preceding sentencerelevant Governmental Authority. In addition, then the respective Borrower (and Credit Parties shall timely pay any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income of such Lender pursuant Other Taxes to the laws of the jurisdiction relevant Governmental Authority in which such Lender is organized or in which the principal office or accordance with 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 respective Borrower (or law. The Credit Party) Parties will furnish to the Administrative Agent within 45 days after the date of the payment by any of them of any Indemnified Taxes or Other Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower (or the respective other applicable Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guarantyagree, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) to indemnify and hold harmless the Administrative Agent and each Lender, and reimburse such Lender upon its the Administrative Agent and each Lender, within 10 days of written requestrequest therefor, for the amount of any Indemnified Taxes so levied or imposed and Other Taxes payable or paid by the Administrative Agent or such Lender or required to be withheld or deducted in respect of any payment to the Administrative Agent or such Lender under any Credit Document, and any Other Taxes (including any Indemnified Taxes and Other Taxes imposed on or attributable to amounts payable under this Section 5.01), and any reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared in good faith and delivered by such Administrative Agent or Lender (or by the Administrative Agent on behalf of a Lender) shall be conclusive absent manifest error.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b) and Section 12.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments payment (but excluding, except as provided in the second succeeding sentence, excluding any tax imposed on or measured by the net income or 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 thereto (all such non-excluded taxescollectively, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the payment) 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, then the respective The Borrower (and any other Credit Party making the payment) shall be obligated to also reimburse each LenderBank, upon its written request, which request shall show the written request basis for calculation of such Lenderreimbursement, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 respective . The Borrower (or Credit Party) will furnish to the Administrative Agent applicable Bank within 45 days after the date of 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 such Borrower (or the respective other Credit Party)Borrower. The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) to Borrower 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.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) Borrower hereunder or under any Note will be made without presentment, demand, protest or notice of any kind, all of which are hereby waived by the Borrower and without setoff, counterclaim or other defensedefense or deduction of any nature. Except as provided in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, in the case of each Lender and the Agent, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income of a Lender or profits pursuant to the laws of the jurisdiction in which it such Lender or the Agent (as the case may be) is organized or any subdivision thereof or therein and, in the case of each Lender, any tax imposed on or measured by the net income or profits pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (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 respective Borrower (and any other Credit Party making the payment) 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, then the respective Borrower (and any other Credit Party making the payment) shall be obligated agrees to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income or profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized 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 is organized or the jurisdiction in which such Lender is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence, the respective . The Borrower (or Credit Party) will furnish to the Administrative Agent within 45 30 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 such Borrower (or the respective other Credit Party)Borrower. The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) 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.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) Borrower hereunder or under any Note Loan Document will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b4.6(d), all such payments will hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall be made by Borrowers free and clear of, of and without deduction withholding for or withholding for, on account of any present or future taxestax, leviesduty, impostslevy, dutiesimpost, fees, assessments assessment or other charges charge of whatever nature now or hereafter imposed by any Governmental Authority, but excluding therefrom (i) a tax imposed on the overall net income (including a franchise tax based on net income) of the lending office of the Lender in respect of which the payment is made by the jurisdiction in which the Lender is incorporated or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender with respect to the Loan or Commitment or Letter of Credit or portion thereof affected by such change, or in the case of any withholding with respect to a Participant, subsequent to the date the Participant acquires a beneficial interest in the Loan, Commitment or Letter of Credit, and (iii) any tax imposed on or measured by the overall net income (including a franchise tax based on net income) of a Lender or an office or branch thereof by the United States of America or any political subdivision or taxing authority thereof or therein with respect to (such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, leviesother than excluded tax or taxes, imposts, duties, fees, assessments or other charges being herein referred to collectively as "Tax" or "Taxes"). If a Borrower is required by law to make any deduction or withholding of any Taxes are so levied or imposed, the respective Borrower (and from any other Credit Party making the payment) 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 Noteof the Loan Documents, then the amount payable will be increased to such amount which, after withholding deduction from such increased amount of all such Taxes required to be withheld or deduction for or on account of any Taxesdeducted therefrom, will not be less than the amount provided for herein due and payable hereunder had no such deduction or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 respective Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall 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 Lenderbeen required.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit this Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note will shall be made without setoff, setoff or counterclaim or other defense. Except and in such amounts as provided may be necessary in Section 4.04(b), order that all such payments will be made free and clear of, and without (after deduction or withholding for, by the Company or the Administrative Agent 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 government or by any political subdivision or taxing authority thereof (herein collectively called the “Taxes”)) shall not be less than the amounts otherwise specified to be paid under this Agreement and the Notes had no such deduction or therein withholding been made on account of any Indemnified Taxes. The Company shall indemnify the Administrative Agent for any Indemnified Taxes that are paid by the Administrative Agent in connection with this Agreement (including Indemnified Taxes imposed on payments made under this second sentence of this Section 2.12(a)) and any reasonable and necessary expenses incurred. For the Administrative Agent, a Bank or an Issuing Bank to be entitled to compensation for Indemnified Taxes pursuant to this Section 2.12, (i) in the case of compensation for 37 United States Federal income or withholding Taxes in respect of any Interest Period, the Administrative Agent, such Bank or such Issuing Bank must notify the Company by the later of (x) 30 days after the end of such Interest Period or (y) 30 days after the Administrative Agent, such Bank or such Issuing Bank receives a written claim for such Tax from any government, political subdivision or taxing authority with respect to such payments Interest Period and (but excluding, except as provided ii) in the second succeeding sentencecase of compensation for any United States Tax other than a United States Federal income or withholding Tax in respect of any Interest Period, the Administrative Agent, such Bank or the Issuing Bank must notify the Company within 30 days after the Administrative Agent, such Bank or such Issuing Bank receives a written claim for such Tax from any government, political subdivision or taxing authority with respect to such Interest Period. A certificate as to any additional amounts payable to the Administrative Agent, any tax imposed on Bank or measured any Issuing Bank under this Section 2.12 submitted to the Company by the net income Administrative Agent, such Bank or such Issuing Bank shall show in reasonable detail the amount payable and the calculations used to determine such amount and shall be conclusive and binding upon the parties hereto, in the absence of a Lender pursuant manifest error. With respect to each deduction or withholding by the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (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 respective Borrower (and any other Credit Party making the payment) 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 Company 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 respective Borrower Company shall promptly (and in any other Credit Party making the paymentevent not later than 45 days thereafter) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 respective Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after such certificates, receipts and other documents as may be required (in the date reasonable judgment of the Administrative Agent) to establish evidence of such payment of any Taxes due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall 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 LenderTaxes.

Net Payments. (a) All Any and all payments made by any Credit Party the Borrowers hereunder, under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) Loans or under the Letters of Credit to or for the benefit of any Note will be made without setoffLender, counterclaim the Issuing Bank or other defense. Except as provided in Section 4.04(b), all such payments will the Agent shall be made free and clear of, of and without deduction or withholding for, for any and all present or future taxes, levies, imposts, dutiesdeductions, feescharges or withholdings and penalties, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income of a Lender pursuant to the laws of the jurisdiction 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) interests and all interest, penalties or similar other liabilities with respect thereto (all "Taxes"), including any Taxes imposed under Section 7701(l) of the Internal Revenue Code, excluding, (i) in the case of each such non-excluded taxesLender, leviesthe Issuing Bank or the Agent, impoststaxes imposed on its net income (including, dutieswithout limitation, feesany taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, assessments the Issuing Bank or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's Applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender, the Issuing Bank and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender, the Issuing Bank or Agent, as applicable, as of the Closing Date (other charges than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to collectively as a "Tax Transferee"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "Covered Taxes"). If the Borrowers shall be required by law to deduct any Covered Taxes are so levied from or imposedin respect of any sum payable hereunder, under any Loan or under any Letter of Credit to or for the benefit of any Lender, the respective Borrower Issuing Bank or the Agent or any Tax Transferee, (and any other Credit Party making A) the payment) agrees to pay the full amount of such Taxes, and such additional amounts sum payable shall be increased as may be necessary so that every payment after making all required deductions of all amounts due Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable 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, then the respective Borrower (and any other Credit Party making the paymentSection 4.10) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to Issuing Bank, the Agent or such withholding taxes) imposed on or measured by Tax Transferee, as the net income of such Lender pursuant case may be, receives an amount equal to the laws of sum it would have received had no such deductions been made, (B) the jurisdiction in which Borrowers shall make such Lender is organized or in which deductions and (C) 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 Borrowers 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 respective Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant pay the full amount so deducted to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied relevant taxation authority or imposed and paid by such Lenderother authority in accordance with applicable law.

Net Payments. (a) All payments made by any Credit Party under any Credit Document Borrower hereunder (including, in the case of a Credit Agreement Partyany DRLB Guarantor, in its capacity as a guarantor Guarantor pursuant to Section 14) or under any Note will be made without setoff, deduction, counterclaim or other defense. Except as provided in Section Sections 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 or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (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 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 respective Borrower (and any other Credit Party making the payment) 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, then the respective Borrower (and any other Credit Party making the payment) shall be obligated agrees to reimburse each Lender, upon the written request of such Lender, for the net any additional amount of taxes (after taking into account available credits with respect to such withholding 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 . The respective Borrower (or Credit Party) will furnish to the Administrative Agent and the applicable Lender within 45 days after the date of the payment of any Taxes is due pursuant to applicable law certified copies of official tax receipts evidencing such payment by such Borrower (or the respective other Credit Party)Borrower. The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) 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.

Net Payments. (a) All payments made by any Credit Party under any the Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note Documents will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b5.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, (A) any tax imposed on or measured by the net income or net profits of a Lender or the Administrative Agent pursuant to the laws of the jurisdiction in which it the Lender or the Administrative Agent is organized or the jurisdiction in which the principal office or applicable lending office of such the Lender is located or any subdivision thereof or therein, (B) any branch profits taxes imposed by the United States and (C) any taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature imposed under FATCA) and all interest, penalties or similar liabilities with respect thereto 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 respective Borrower (and any other Credit Party making the payment) agrees Holdings 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 Notethe Credit Documents, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Noteunder the Credit Documents. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the respective Borrower (and any other Credit Party making the payment) shall be obligated agrees to reimburse each LenderLender and the Administrative Agent, upon the written request of such LenderLender or the Administrative Agent, as the case may be, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 respective Borrower (or Taxes. A relevant Credit Party) Party 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 such the Borrower (or such other evidence of payment acceptable to the respective other Credit PartyAdministrative Agent). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) Borrower agrees to indemnify and hold harmless each LenderLender and the Administrative Agent, and reimburse such Lender and the Administrative Agent upon its their written request, for the amount of any Taxes so levied or imposed and paid by on such LenderLender or the Administrative Agent, as the case may be.

Net Payments. (a) All payments made by or on behalf of the Borrower or any Credit Party Guarantor under any Credit Document (including, in the case of a Credit this Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note other Loan Document will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(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 subdivision or taxing authority thereof or therein Taxes with respect to such payments (but excludingpayments, except as provided in the second succeeding sentence, any tax imposed on or measured unless required by the net 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 thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes")law. If any such Taxes are so levied or imposed, the respective Borrower (applicable withholding agent shall pay, or withhold and any other Credit Party making remit, to the payment) agrees to pay applicable Governmental Authority the full amount of such Taxes, and if the Tax in question is an Indemnified Tax or an Other Tax, the applicable Loan Party shall pay such additional amounts as may be necessary so that every payment of all amounts due that, after any required deductions or withholdings have been made (including any deductions or withholdings attributable to any payments required to be made 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 Section 5.5) each Lender (or in such Note. If any amounts are payable in respect the case of Taxes pursuant a payment made to the preceding sentence, then the respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, Administrative Agent for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 fromits own account, such Lender in respect of Administrative Agent) receives on the due date a net sum equal to what it would have received had such amounts so paid to Indemnified Taxes or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to Other Taxes not been levied or on behalf of such Lender pursuant to this sentenceimposed. The Borrower or Guarantors, the respective Borrower (or Credit Party) as applicable, will furnish to the Administrative Agent within 45 forty-five (45) days after the date of 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 the Borrower (or the respective other Credit Party)Guarantor. The Credit Agreement Parties Borrower or Guarantors, jointly and severally severally, agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) to indemnify and hold harmless the Administrative Agent and each Lender, and to reimburse such Lender Person upon its written requestrequest within twenty (20) days of demand therefor, for the amount of any Indemnified Taxes or Other Taxes so levied or imposed and paid by such Person (including any Indemnified Taxes or Other Taxes imposed on or attributable to amounts payable under this Section 5.5), whether or not such Taxes were correctly or legally imposed or asserted; provided that if the Administrative Agent or any Lender requests indemnification more than 90 days after the earlier of (1) the date on which the Administrative Agent or the applicable Lender received written demand for payment of the applicable Indemnified Taxes or Other Taxes from the relevant Governmental Authority or (2) the date on which the Administrative Agent or the applicable Lender paid the applicable Indemnified Taxes or Other Taxes, the Administrative Agent or the applicable Lender shall not be indemnified to the extent that such failure or delay results in prejudice to the Borrower or a Guarantor. A certificate setting forth the amount of such payment or liability and the manner in which such amount was determined, prepared in good faith and delivered by the Lender or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) hereunder or under any Note Loan Document will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b4.7(d), all such payments will hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall be made by Borrower and each other Credit Party free and clear of, of and without deduction withholding for or withholding for, on account of any present or future taxestax, leviesduty, impostslevy, dutiesimpost, fees, assessments assessment or other charges charge of whatever nature now or hereafter imposed by any Governmental Authority, but excluding therefrom (i) a tax imposed on the overall net income (including a franchise tax based on net income) of the lending office of the Lender in respect of which the payment is made by the jurisdiction in which the Lender is incorporated or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any State thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender with respect to the Loan or portion thereof affected by such change and (iii) any tax imposed on or measured by the overall net income (including a franchise tax based on net income) of a Lender or an office or branch thereof by the United States of America or any political subdivision or taxing authority thereof or therein with respect to (such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, leviesother than any excluded tax or taxes, imposts, duties, fees, assessments or other charges being herein referred to collectively as "Tax" or "Taxes"). If Borrower is required by law to make any deduction or withholding of any Taxes are so levied or imposed, the respective Borrower (and from any other Credit Party making the payment) 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 Noteof the Loan Documents, then the amount payable will be increased to such amount which, after withholding deduction from such increased amount of all such Taxes required to be withheld or deduction for or on account of any Taxesdeducted therefrom, will not be less than the amount provided for herein due and payable hereunder had no such deduction or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 respective Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall 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 Lenderbeen required.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) Borrower ------------ hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b) and Section 12.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments payment (but excluding, except as provided in the second succeeding sentence, excluding any tax imposed on or measured by the net income or 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 thereto (all such non-excluded taxescollectively, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the payment) 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, then the respective The Borrower (and any other Credit Party making the payment) shall be obligated to also reimburse each LenderBank, upon its written request, which request shall show the written request basis for calculation of such Lenderreimbursement, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 respective . The Borrower (or Credit Party) will furnish to the Administrative Agent applicable Bank within 45 days after the date of 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 such Borrower (or the respective other Credit Party)Borrower. The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) to Borrower 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.

Net Payments. (a) All (a) Any and all payments made by or on behalf of any Credit Loan Party under this Agreement or any Credit other Loan Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will shall be made free and clear of, and without deduction or withholding forfor or on account of, any present Indemnified Taxes; provided that if any Loan Party or future taxesAdministrative Agent shall be required by applicable Requirements of Law to deduct or withhold any Indemnified Taxes from such payments, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments then (but excluding, except as provided in i) the second succeeding sentence, any tax imposed on or measured sum payable by the net income of a Lender pursuant applicable Loan Party shall be increased as necessary so that after making all required deductions and withholdings (including deductions or withholdings applicable to additional sums payable under this Section 4.5) the Administrative Agents, the Collateral Agent or any Lender, as the case may be, receives an amount equal to the laws of sum it would have received had no such deductions or withholdings been made, (ii) the jurisdiction in which it is organized applicable Loan Party and the Administrative Agents shall make such deductions or withholdings and (iii) the jurisdiction in which applicable Loan Party and the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (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 respective Borrower (and any other Credit Party making the payment) agrees to Administrative Agents shall timely pay the full amount deducted or withheld to the relevant Governmental Authority within the time allowed and in accordance with applicable Requirements of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due Law. Whenever any Indemnified Taxes are payable by any Loan Party (or any Taxes are withheld by a Loan Party from payments made under this Agreement or under any NoteAgreement), after withholding or deduction for or on account of any Taxesas promptly as possible thereafter, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Taxes pursuant Loan Party shall send to the preceding sentence, then applicable Administrative Agent for its own account or for the respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request account of such Lender, for as the net additional taxes case may be, a certified copy of an original official receipt (after taking into account available credits with respect or other evidence acceptable to such withholding taxesLender, acting reasonably) imposed on or measured received by the net income such Loan Party showing payment thereof. For purposes of such this Section 4.5, (x) any payments by any Administrative Agent to 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 amounts received by such Administrative Agent from 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 Loan Party on behalf of such Lender pursuant shall be treated as a payment from the Loan Party to such Lender and (y) if a Lender is treated as a partnership or a qualified intermediary by a jurisdiction imposing an Indemnified Tax, any withholding or payment of such Indemnified Tax by the preceding sentence and Lender in respect of any amounts paid to or on behalf of such Lender pursuant to this sentenceLender’sLender’s partners, the respective Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date any of the beneficial owners with respect to such qualified intermediary, shall be considered a withholding or payment of any Taxes due pursuant to such Indemnified Tax by the applicable law certified copies of tax receipts evidencing such payment by such Borrower (or the respective other Credit Loan Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall 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.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) Obligor hereunder or under any Note or any Guarantee will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(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 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 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 thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or Taxes (other charges than Excluded Taxes) being referred to collectively as "Covered Taxes"). If any Covered Taxes are so levied or imposed, the respective Borrower (each Obligor agrees on a joint and any other Credit Party making the payment) agrees several basis 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 sentence, then each Obligor agrees, notwithstanding the respective Borrower (and any other Credit Party making the payment) shall be obligated definition of Excluded Taxes, to reimburse on a joint and several basis each Lender, upon the written request of such Lender, (i) for the net additional taxes (after taking into account available credits with respect to such withholding 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 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 respective Borrower (or Credit Party) . Each Obligor will furnish to the Administrative Agent within 45 days after the date of 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 such Borrower (or the respective other Credit Party)Obligor. The Credit Agreement Parties Obligors agree to jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) 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 LenderLender and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (includingthe Issuers hereunder, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note will be made without setoffor any other Note Document, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (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 Purchaser, franchise taxes imposed on such Lender is located or any subdivision thereof or thereinPurchaser, and business activities taxes and similar taxes imposed on such Purchaser) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded nonexcluded taxes, levies, imposts, duties, fees, assessments or assessments, and other charges being referred to collectively as "“Taxes"”). If any Taxes are so levied or imposed, the respective Borrower (Issuers jointly and any other Credit Party making the payment) agrees severally 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 Note 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 Note Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the respective Borrower (Issuers jointly and any other Credit Party making the payment) shall be obligated severally agree to reimburse each LenderPurchaser, upon the written request of such Lender, Purchaser for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income or profits of such Lender Purchaser pursuant to the laws of the jurisdiction in which such Lender Purchaser 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 income or similar taxes imposed by the United States of America 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, which request shall be accompanied by a statement from such Purchaser setting forth, in reasonable detail, the respective Borrower (or Credit Party) computations used in determining such amounts. The Issuers will furnish to the Administrative Agent applicable Purchaser within 45 days after the date of the payment of any Taxes Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law Requirements of Law, certified copies of tax receipts receipts, or other evidence satisfactory to the respective Purchaser, evidencing such payment by such Borrower (or the respective other Credit Party)Issuers. The Credit Agreement Parties Issuers shall jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) to indemnify and hold harmless each Lender, Purchaser and reimburse such Lender the Note Agent upon its written request, for the amount of any Taxes attributable to the Issuers so levied or imposed and paid or withheld by such LenderPurchaser.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (includinga Borrower hereunder, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note or any other Credit Document, will be made without deduction, withholding, setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing tax- ing 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 thereto 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 respective Borrower (and any other Credit Party making the payment) 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, 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 respective Each Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 respective Borrower (or Credit Party) 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 such Borrower. Each Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) 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. -81- -23- or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes.

Net Payments. (a) All Except as provided in this Section 5.06(a), all payments made by or on account of any obligation of any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) hereunder or under any Note Note, Guarantee or other Credit Document will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b)required by law, all such payments will be made free and clear of, and without deduction or withholding for, any present Taxes (including Taxes imposed or future taxesasserted on amounts payable under this Section 5.06). If, levieshowever, impostsapplicable laws require any withholding agent to withhold or deduct any Tax, dutiessuch Tax shall be withheld or deducted in accordance with such laws as reasonably determined by such withholding agent. The applicable withholding agent shall timely pay the amount of any Taxes deducted or withheld in respect of a payment made by a Credit Party hereunder or under any note, fees, assessments Guarantee or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income of a Lender pursuant Credit Document to the laws of the jurisdiction relevant Governmental Authority in which it is organized or the jurisdiction in which the principal office or accordance with applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes")law. If any Credit Party is the applicable withholding agent, Borrower shall furnish to Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law documentation reasonably satisfactory to the Administrative Agent evidencing such payment by the applicable Credit Party. If any Covered Taxes are so levied deducted or imposedwithheld by any applicable withholding agent, then the respective Borrower (and any other applicable Credit Party making the payment) agrees to pay increase the full amount of sum payable by such Taxes, and such additional amounts as may be necessary Credit Party so that every payment of all amounts due under this Agreement or under any Notethat, after such deduction or withholding (including such deduction or deduction for or withholding on account of any TaxesCovered Taxes applicable to additional sums payable under this Section 5.06) the amount received by each Lender or, in the case of payments made to the Administrative Agent for its own account, the Administrative Agent, 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 respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to recipient would have received had no such withholding taxes) imposed on or measured by the net income 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 respective Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower (or the respective other Credit Party)deduction been made. The Credit Agreement Parties agree to jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) to indemnify and hold harmless the Administrative Agent and each Lender, and reimburse such Lender any of them upon its written request, for the amount of any Covered Taxes so that are levied or imposed and paid by such indemnitee (including Covered Taxes imposed or asserted on amounts payable under this Section 5.06) and for any reasonable expenses arising therefrom in each case, whether or not such Covered Taxes were correctly or legally imposed, other than any interest or penalties that are determined by a final and nonappealable judgment of a court of competent jurisdiction to have resulted from the indemnitee’s gross negligence or willful misconduct. Such written request shall include a certificate setting forth in reasonable detail the basis of such request and such certificate, absent manifest error, shall be conclusive. (b) (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to any payments made under any Credit Document shall deliver to Borrower and the Administrative Agent, at the time or times reasonably requested by Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by Borrower or the Administrative Agent, shall deliver such other documentation reasonably requested by Borrower or the Administrative Agent as will enable Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 5.06(b)(ii), (c), and (d) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Notwithstanding anything to the contrary in this Section 5.06(b), no Lender shall be required to provide any documentation that such Lender is not legally eligible to deliver.

Net Payments. (a) All payments made by any Credit Party the Borrower under any Credit Document (including, in the case of a Credit this Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will 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 and franchise taxes (imposed in lieu of net income 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 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 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 thereto (all such non-excluded taxes, levies, imposts, duties, charges, fees, assessments deductions or other charges being referred withholdings ("NON-EXCLUDED TAXES") are required to collectively as "Taxes"). If be withheld from any Taxes are so levied amounts payable to the Administrative Agent or imposedany Lender hereunder, the respective Borrower amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (and any other Credit Party making the payment) agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every 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 or in a state thereof 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, then Administrative Agent for its own account or for the respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request account of such Lender, for as the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured case may be, a certified copy of an original official receipt received by the net income of such Lender pursuant Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded Taxes when due 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 appropriate 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 fails 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 (or Credit Party) will furnish remit to the Administrative Agent within 45 days after the date required receipts or other required documentary evidence, the Borrower shall indemnify the Administrative Agent and the Lenders for any incremental taxes, interest, costs or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure. The agreements in this Section 5.4(a) shall survive the termination of this Agreement and the payment of any Taxes due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower (or the respective Loans and all other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall 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 Lenderamounts payable hereunder.

Net Payments. (axvi) All payments made by any Credit Party the Borrower under any Credit Document (including, in the case of a Credit this Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will 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 and franchise taxes (imposed in lieu of net income 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 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 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 thereto (all such non-excluded taxes, levies, imposts, duties, charges, fees, assessments deductions or other charges being referred withholdings (“Non-Excluded Taxes”) are required to collectively as "Taxes"). If be withheld from any Taxes are so levied amounts payable to the Administrative Agent or imposedany Lender hereunder, the respective Borrower amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (and any other Credit Party making the payment) agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every 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 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, then Administrative Agent for its own account or for the respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request account of such Lender, for as the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured case may be, a certified copy of an original official receipt received by the net income of such Lender pursuant Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded Taxes when due 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 appropriate 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 fails 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 (or Credit Party) will furnish remit to the Administrative Agent within 45 days after the date required receipts or other required documentary evidence, the Borrower shall indemnify the Administrative Agent and the Lenders for any incremental taxes, interest, costs or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure. The agreements in this Section 5.4(a) shall survive the termination of this Agreement and the payment of any Taxes due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower (or the respective Loans and all other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall 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 Lenderamounts payable hereunder.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b5.06(b), all such payments will made by any Obligor hereunder or under any Note or Guarantee 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 Taxes now or hereafter imposed by any jurisdiction Governmental Authority or by any political 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 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 thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or Taxes (other charges than Excluded Taxes) being referred to collectively as "TaxesCOVERED TAXES"). If any Covered Taxes are so levied or imposed, the respective Borrower (each Obligor agrees on a joint and any other Credit Party making the payment) agrees several basis to pay the full amount of such Covered Taxes, and such additional amounts as may be necessary so that every payment to any Lender or Administrative Agent, as the case may be, 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 such Lender or in Administrative Agent would have received had no such Notewithholding or deduction been made. If any amounts are payable in respect of Covered Taxes pursuant to the preceding sentence, then each Obligor agrees, notwithstanding the respective Borrower (and any other Credit Party making the payment) shall be obligated definition of Excluded Taxes, to reimburse on a joint and several basis each Lender, upon the written request of such Lender, (i) for the net additional taxes (after taking into account available credits with respect to such withholding 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 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 respective Borrower (or Credit Party) . Each Obligor will furnish to the Administrative Agent within 45 days after the date of 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 such Borrower Obligor. Except as provided in Section 5.06(b) and (or e), the respective other Credit Party). The Credit Agreement Parties Obligors agree to jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) 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.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit this Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note will shall be made without setoff, setoff or counterclaim or other defense. Except and in such amounts as provided may be necessary in Section 4.04(b), order that all such payments will be made free and clear of, and without (after deduction or withholding for, by the Company or the Administrative Agent 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 government or by any political subdivision or taxing authority thereof (herein collectively called the “Taxes”)) shall not be less than the amounts otherwise specified to be paid under this Agreement and the Notes had no such deduction or therein withholding been made on account of any Indemnified Taxes. The Company shall indemnify the Administrative Agent for any Indemnified Taxes that are paid by the Administrative Agent in connection with this Agreement (including Indemnified Taxes imposed on payments made under this second sentence of this Section 2.12(a)) and any reasonable and necessary expenses incurred. For the Administrative Agent or a Bank to be entitled to compensation for Indemnified Taxes pursuant to this Section 2.12, (i) in the case of compensation for United States Federal income or withholding Taxes in respect of any Interest Period or other period, the Administrative Agent or such Bank must notify the Company by the later of (x) 30 days after the end of such Interest Period or other period or (y) 30 days after the Administrative Agent or such Bank receives a written claim for such Tax from any government, political subdivision or taxing authority with respect to such payments Interest Period or other period and (but excluding, except as provided ii) in the second succeeding sentencecase of compensation for any United States Tax other than a United States Federal income or withholding Tax in respect of any Interest Period or other period, the Administrative Agent or such Bank must notify the Company within 30 days after the Administrative Agent or such Bank receives a written claim for such Tax from any tax imposed on government, political subdivision or measured taxing authority with respect to such Interest Period or other period. A certificate as to any additional amounts payable to the Administrative Agent or any Bank under this Section 2.12 submitted to the Company by the net income Administrative Agent or such Bank shall show in reasonable detail the amount payable and the calculations used to determine such amount and shall be conclusive and binding upon the parties hereto, in the absence of a Lender pursuant manifest error. With respect to each deduction or withholding by the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (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 respective Borrower (and any other Credit Party making the payment) 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 Company 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 respective Borrower Company shall promptly (and in any other Credit Party making the paymentevent not later than 45 days thereafter) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 respective Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after such certificates, receipts and other documents as may be required (in the date reasonable judgment of the Administrative Agent) to establish evidence of such payment of any Taxes due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall 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 LenderTaxes.

Net Payments. (a) All payments made by the Borrower hereunder, ------------ or by any Credit Party under Guarantor on behalf of any Credit Document (includingBorrower, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note or any other Credit Document, will be made without setoff, counterclaim or other defense. Except as provided for in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income (or any franchise tax that is measured by net 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 under the laws of any political subdivision thereof or thereintaxing authority of any such jurisdiction in which the principal office or applicable lending office of such Lender is located) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxescollectively, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the payment) 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 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, then the respective Borrower (and any other Credit Party making the payment) shall be obligated to also reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 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 or the preceding sentence, the respective . The Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of 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 such the Borrower (or the respective other Credit Party)Guarantor. The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) Borrower agrees to indemnify and hold harmless each LenderLender lending to such Borrower, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender. In addition, the Borrower agrees to pay any present and future stamp, documentary taxes or any other excise, property, transfer or similar taxes, and any charges relating thereto, arising from any payment made hereunder or from the execution, delivery enforcement or registration of, or otherwise in connection with, this Agreement.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or hereunder and under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, excluding any tax imposed on or measured by the net 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 thereinExcluded Taxes) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges charges, including any interest, additions to tax or penalties applicable thereto, being referred to collectively as "“Taxes"”). If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the payment) agrees Parties 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 The Credit Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. Without duplication, if any amounts are payable in respect of Taxes pursuant to the two preceding sentencesentences, then the respective Borrower (and any other applicable Credit Party making the payment) shall be obligated agrees to reimburse each Lender, upon Agent and Lender within fifteen (15) Business Days of receipt of the written request of such Agent or such Lender, including documentation reasonably supporting such request for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 Taxes as such Lender shall determine are payable by, or withheld from, such Lender Agent or such Lender, in respect of such amounts so paid to or on behalf of such Agent or such Lender pursuant to the two preceding sentence sentences and in respect of any amounts paid to or on behalf of such Agent or such Lender pursuant to this sentence, the respective Borrower (or . The applicable Credit Party) Party will furnish to the Administrative Agent within 45 forty-five (45) days after the date of the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts or other documentation reasonably evidencing such payment by such Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) to indemnify and hold harmless each Lender, Recipient and reimburse such Lender Recipient upon its written requestrequest therefor, for the amount of any Taxes so levied or imposed and paid by such Recipient. A certificate as to the amount of such payment or liability delivered to the Borrower by an Agent or a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent demonstrable error.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) each Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (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 thereto to such 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 Except as provided in Sections 4.04(b) and 13.04(b), if any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the payment) 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, then the respective Borrower (and any other Credit Party making the payment) shall be obligated agrees to reimburse each LenderBank, upon the written request of such LenderBank, for the net additional taxes (after taking into account available credits with respect to such withholding 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 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 . The respective Borrower (or Credit Party) 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 such Borrower (or the respective other Credit Party)Borrower. The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) 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.

Net Payments. (a) All Except as provided for in Section 3.3(b), all payments made by any Credit Party under any Credit Document (includingthe Borrower hereunder, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note will be or any other Loan Document, including all payments made without setoffby the Borrower pursuant to its guaranty obligations under Section 10, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, excluding (i) any tax imposed on or measured by the net income or net profits of a Lender and franchise taxes imposed on it 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, (ii) any branch profits tax imposed on any Lender by the United States or by the jurisdiction of the Lender’s principal office or Applicable Lending Office, (iii) any tax attributable to Lender’s failure to comply with Section 3.3(b), if it is legally entitled to do so, or (iv) in the case of a Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code), any withholding tax that is in effect and would apply to amounts payable to such Lender at the time it becomes a party to this Agreement (or designates a new Applicable Lending Office), except to the extent such Lender (or assignor) was entitled at the time of designation of a new Applicable Lending Office or assignment to receive additional amounts from the Borrower with respect to any withholding tax pursuant to this Section 3.3) and all interest, penalties or similar liabilities with respect thereto 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 Subject to Section 3.3(b), if any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the payment) 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 3.3) as may be necessary so that every payment by it of all amounts due hereunder, under this Agreement any Note or under any Noteother Loan Document, after withholding or deduction for or on account of any Taxes, Taxes will not be less than the amount provided for herein such Lender would have received had no deduction, withholding or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits payment been required or made with respect to such withholding taxes) imposed on or measured by the net income of such Lender pursuant Taxes. Subject 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 sentenceSection 3.3(b), the respective Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) to 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 on and paid by such Lender. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or other evidence satisfactory to the respective Lender, evidencing such payment by the Borrower.

Net Payments. (a) All payments made by any Credit Party Holdings or the ------------ Borrower hereunder, or by the Borrower under any Credit Document (includingNote, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter here after imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income 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 thereto (all such non-excluded taxescollectively, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the payment) agrees 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 respective Borrower (and any other Credit Party making the payment) Holdings shall jointly and severally be obligated to reimburse each LenderBank, upon the written request of such LenderBank, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income 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 respective Borrower (or Credit Party) case may be, will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes due pursuant to applicable law certified copies of tax receipts evidencing such payment by such the Borrower (or the respective other Credit Party)Holdings. The Credit Agreement Parties Borrower and Holdings jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall 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.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (includingthe Borrower hereunder, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note will be or any other Loan Document, including all payments made without setoffby the Borrower pursuant to its guaranty obligations under Section 2.10, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentencethis Section 3.02(a), any tax imposed on or measured by the net income or net profits of a the Lender and franchise taxes imposed on it pursuant to the laws of the jurisdiction in under which it the Lender is organized or the jurisdiction in which the principal office or applicable lending office of such the Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto 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 respective Borrower (and any other Credit Party making the payment) 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 3.02(a)) as may be necessary so that every payment by it 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. The Borrower will indemnify and hold harmless the Lender and reimburse the Lender upon its written request, for the amount of any Taxes imposed on and paid by the Lender. If any amounts are payable in respect of Taxes pursuant to this Section 3.02(a), the preceding sentence, then the respective Borrower (and any other Credit Party making the payment) shall be obligated agrees to reimburse each the Lender, upon the written request of such the Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income income, profits or franchise of such the Lender pursuant to the laws of the jurisdiction in which such the Lender is organized or in which the principal office or applicable lending office of such the 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 therein, and for any withholding of taxes as such the Lender shall determine are payable by, or withheld from, such the Lender in respect of such amounts so paid to or on behalf reimbursement of such taxes, which request shall be accompanied by a statement from the Lender pursuant to the preceding sentence and setting forth, in respect of any amounts paid to or on behalf of such Lender pursuant to this sentencereasonable detail, the respective computations used in determining such amounts. The Borrower (or Credit Party) will furnish to the Administrative Agent Lender within 45 days after the date of 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 such Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall 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 LenderBorrower.