Common use of Net Payments Clause in Contracts

Net Payments. (a) Any and all payments made by or on behalf of the Borrower or any Guarantor under this Agreement or any other Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes; provided that if any applicable Withholding Agent shall determine (in such Withholding Agent’s good faith discretion) that it is or may be required by applicable Requirements of Law to deduct or withhold any Taxes from such payments, then (i) the applicable Withholding Agent may make such deductions or withholdings as are determined by the applicable Withholding Agent in such Withholding Agent’s good faith discretion to be required by any applicable Requirement of Law, (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Requirements of Law, and (iii) to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings applicable to additional sums payable under this Section 2.17) the Administrative Agent, the Collateral Agent or the applicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made. After any payment of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided in this Section 2.17, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by law to report such payment or other evidence of such payment reasonably satisfactory to the Borrower, the Administrative Agent or the applicable Lenders, as the case may be. (b) The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Requirements of Law, or at the option of the Administrative Agent timely reimburse it for the payment of any Other Taxes (whether or not such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority). (c) The Borrower shall indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent, the Collateral Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17), and any reasonable 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 setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. (d) Each Lender shall deliver to the Borrower and the Administrative Agent, at such time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the 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 as required pursuant to Section 2.17(e)(i)(A), (B) or (C)), 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. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender with respect to any Loan made to the Borrower shall, to the extent it is legally eligible to do so: (i) deliver to the Borrower and the Administrative Agent, on or prior to the date on which such Lender becomes a Lender under this Agreement, two copies of (A) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any applicable successor form) (together with a certificate substantially in the form of Exhibit D-1, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (a “Non-Bank Tax Certificate”), representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not a CFC related to the Borrower as described in Section 881(c)(3)(C) of the Code) and the interest payments in question are not effectively connected with the conduct by such Lender of a trade or business within the United States), (B) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Non-U.S. Lender and, to the extent applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; provided that such other form and supplementary documentation described in this clause (D) 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; and (ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a material change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent shall deliver to the Borrower (x)(I) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. (f) If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses (including Taxes) of such Lender, the Administrative Agent or the Collateral Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lender, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to the Borrower and the Administrative Agent two copies of an IRS Form W-9 (or substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence of a change in the U.S. ▇▇▇▇▇▇’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent. (i) If a payment made to any Lender or any Agent under this Agreement or any other Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or such Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or such Agent shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 2.17(i), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Net Payments. (a) Any and all All payments made by Company hereunder or on behalf of the Borrower or under any Guarantor under this Agreement or any other Loan Document shall be made without setoff, counterclaim, or other defense. To the extent permitted by applicable law, all payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall be made by Company free and clear of, of and without deduction or withholding for for, or on account of, any Taxes; provided that if tax, duty, levy, impost, deduction, charge, withholding, or assessment now or hereinafter imposed by any applicable Withholding Agent shall determine Governmental Authority. (b) If Company makes any payment hereunder or under any Loan Document in such Withholding Agent’s good faith discretion) that respect of which it is or may be required by applicable Requirements of Law law to deduct or withhold any Taxes, Company shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes from such payments, then withheld (iand any taxes withheld or imposed with respect to the additional payments required under this Section 4.6(b)) the applicable Withholding amount paid to the Lender or Administrative Agent may make equals the amount that was payable hereunder or under any such deductions Loan Document without regard to this Section 4.6(b). To the extent Company withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or withholdings as are determined by the applicable Withholding Agent in such Withholding Agent’s good faith discretion to be required by assessments on payments hereunder or under any applicable Requirement of LawLoan Document, (ii) the applicable Withholding Agent Company shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with within the time allowed for payment under applicable Requirements of Law, law and (iii) to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings applicable to additional sums payable under this Section 2.17) the Administrative Agent, the Collateral Agent or the applicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made. After any payment of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided in this Section 2.17, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver within 30 days after it has made payment to the Borrower, as the case may be, the original or a certified copy of such authority a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by law to report such payment authority (or other evidence of such payment reasonably satisfactory to the Borrower, the Administrative Agent or the applicable Lenders, as the case may be. (bAgent) The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Requirements of Law, or at the option of the Administrative Agent timely reimburse it for evidencing the payment of any Other Taxes (whether all amounts so required to be deducted or not withheld from such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority)payment. (c) The Borrower shall indemnify and hold harmless the If any Lender or Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days after written demand therefor, for the full amount is required by law to make any payments of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent, the Collateral Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable in relation to any amounts payable under this Section 2.17), and any reasonable expenses arising therefrom received 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 setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. (d) Each Lender shall deliver to the Borrower and the Administrative Agent, at such time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made receivable hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption fromDocument, or reduction of, applicable Taxes in respect of any payments to be made to such Tax is assessed against a Lender by any Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the 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 as required pursuant to Section 2.17(e)(i)(A), (B) or (C)), 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. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender with respect to amounts received or receivable hereunder or under any other Loan made Document, Company will indemnify such person against (i) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any taxes imposed as a result of the receipt of the payment under this Section 4.6(c). A certificate prepared in good faith as to the Borrower amount of such payment by Lender or Administrative Agent shall, to the extent it is legally eligible to do so:absent manifest error, be final, conclusive, and binding on all parties. (i) deliver to To the Borrower and the Administrative Agentextent permitted by applicable law, on or prior to the date on which such each Lender becomes a Lender under this Agreement, two copies of (A) in the case of that is a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any applicable successor form) (together with a certificate substantially in the form of Exhibit D-1, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (a “Non-Bank Tax Certificate”), representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not a CFC related to the Borrower as described in Section 881(c)(3)(C) of the Code) and the interest payments in question are not effectively connected with the conduct by such Lender of a trade or business within the United States), (B) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Non-U.S. Lender and, to the extent applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; provided that such other form and supplementary documentation described in this clause (D) 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; and (ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a material change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent shall deliver to the Borrower (x)(I) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed Company and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. (f) If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses (including Taxes) of such Lender, the Administrative Agent or the Collateral Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lender, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to the Borrower and the Administrative Agent two copies of an IRS Form W-9 (or substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior to the Closing Date (or in the case of a Lender that is an Assignee, on or prior to the date it becomes a party of such assignment to this Agreement)such Lender) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (ii) on or before the date that such any successor or other applicable form expires or becomes obsolete or invalid, (iii) after the occurrence of a change in the U.S. ▇▇▇▇▇▇’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and (iv) from time to time thereafter if reasonably requested prescribed by the Borrower IRS) certifying to such Lender’s entitlement to a complete exemption from, or the Administrative Agent. (i) If a payment reduced rate in, United States withholding tax on interest payments to be made to any Lender or any Agent under this Agreement or any other Loan Document would be subject Note. If a Lender that is a Non-U.S. Participant is claiming a complete exemption from withholding on interest pursuant to U.S. federal withholding tax imposed by FATCA if such Lender or such Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b881(c) of the Code, the Lender shall deliver (along with two accurate and complete original signed copies of IRS Form W-8BEN) a certificate substantially in the form of Exhibit 4.6(d) (any such certificate, a “Section 4.6(d)(i) Certificate”). In addition, each Lender that is a Non-U.S. Participant agrees that from time to time after the Closing Date, (or in the case of a Lender that is an Assignee, after the date of the assignment to such Lender), when a lapse in time (or change in circumstances occurs) renders the prior certificates hereunder obsolete or inaccurate in any material respect, such Lender shall, to the extent permitted under applicable law, deliver to Company and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 4.6(d)(i) Certificate, to confirm or establish the entitlement to such Lender or Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or any Note. (ii) Each Lender that is not a Non-U.S. Participant (other than any such Lender which is taxed as applicable)a corporation for U.S. federal income tax purposes) shall provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to Company and Administrative Agent certifying to such Lender or Agent is exempt from United States backup withholding tax. To the extent that a form provided pursuant to this Section 4.6(d)(ii) is rendered obsolete or inaccurate in any material respects as result of change in circumstances with respect to the status of a Lender or Administrative Agent, such Lender or such Administrative Agent shall shall, to the extent permitted by applicable law, deliver to the Borrower Company and the Administrative Agent at revised forms necessary to confirm or establish the time entitlement to such Lender’s or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such ▇▇▇▇▇▇Agent’s obligations under FATCA or to determine the amount, if any, to deduct and withhold exemption from such payment. Solely for purposes of this Section 2.17(i), “FATCA” shall include any amendments made to FATCA after the date of this AgreementUnited States backup withholding tax.

Net Payments. (a) Any and all All payments made by Company hereunder or on behalf of the Borrower or under any Guarantor under this Agreement or any other Loan Document shall be made without setoff, counterclaim, or other defense. To the extent permitted by applicable law, all payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall be made by Company free and clear of, of and without deduction or withholding for for, or on account of, any Taxes; provided that if tax, duty, levy, impost, deduction, charge, withholding, or assessment now or hereinafter imposed by any applicable Withholding Agent shall determine Governmental Authority. (b) If Company makes any payment hereunder or under any Loan Document in such Withholding Agent’s good faith discretion) that respect of which it is or may be required by applicable Requirements of Law law to deduct or withhold any Taxes, Company shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes from such payments, then withheld (iand any taxes withheld or imposed with respect to the additional payments required under this Section 4.6(b)) the applicable Withholding amount paid to the Lender or Administrative Agent may make equals the amount that was payable hereunder or under any such deductions Loan Document without regard to this Section 4.6(b). To the extent Company withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or withholdings as are determined by the applicable Withholding Agent in such Withholding Agent’s good faith discretion to be required by assessments on payments hereunder or under any applicable Requirement of LawLoan Document, (ii) the applicable Withholding Agent Company shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with within the time allowed for payment under applicable Requirements of Law, law and (iii) to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings applicable to additional sums payable under this Section 2.17) the Administrative Agent, the Collateral Agent or the applicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made. After any payment of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided in this Section 2.17, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver within 30 days after it has made payment to the Borrower, as the case may be, the original or a certified copy of such authority a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by law to report such payment authority (or other evidence of such payment reasonably satisfactory to the Borrower, the Administrative Agent or the applicable Lenders, as the case may be. (bAgent) The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Requirements of Law, or at the option of the Administrative Agent timely reimburse it for evidencing the payment of any Other Taxes (whether all amounts so required to be deducted or not withheld from such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority)payment. (c) The Borrower shall indemnify and hold harmless the If any Lender or Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days after written demand therefor, for the full amount is required by law to make any payments of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent, the Collateral Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable in relation to any amounts payable under this Section 2.17), and any reasonable expenses arising therefrom received 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 setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. (d) Each Lender shall deliver to the Borrower and the Administrative Agent, at such time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made receivable hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption fromDocument, or reduction of, applicable Taxes in respect of any payments to be made to such Tax is assessed against a Lender by any Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the 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 as required pursuant to Section 2.17(e)(i)(A), (B) or (C)), 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. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender with respect to amounts received or receivable hereunder or under any other Loan made to the Borrower shallDocument, to the extent it is legally eligible to do so: Company will indemnify such person against (i) deliver to the Borrower such Tax (and the Administrative Agent, on or prior to the date on which any reasonable counsel fees and expenses associated with such Lender becomes a Lender under this Agreement, two copies of (A) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any applicable successor form) (together with a certificate substantially in the form of Exhibit D-1, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (a “Non-Bank Tax Certificate”), representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not a CFC related to the Borrower as described in Section 881(c)(3)(C) of the Code) and the interest payments in question are not effectively connected with the conduct by such Lender of a trade or business within the United States), (B) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Non-U.S. Lender and, to the extent applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (ATax) and (Bii) above; provided that if the Non-U.S. Lender is any taxes imposed as a partnership and not a participating Lender, and one or more result of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; provided that such other form and supplementary documentation described in this clause (D) 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; and (ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a material change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness receipt of the related transfer, be required to provide all the forms and statements required pursuant to payment under this Section 2.17(e4.6(c); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent shall deliver to the Borrower (x)(I) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. (f) If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses (including Taxes) of such Lender, the Administrative Agent or the Collateral Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lender, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion exercised A certificate prepared in good faith as to be the proportion amount of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses payment by Lender or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s requestabsent manifest error, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lenderbe final, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to the Borrower and the Administrative Agent two copies of an IRS Form W-9 (or substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence of a change in the U.S. ▇▇▇▇▇▇’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agentconclusive, and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agentbinding on all parties. (i) If a payment made to any Lender or any Agent under this Agreement or any other Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or such Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or such Agent shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 2.17(i), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Net Payments. (a) Any and all All payments made by or on behalf of the Borrower hereunder, under any Note or any Guarantor under this Agreement or any other Loan Credit Document shall will be made without setoff, counterclaim or other defense. All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (but excluding, except as provided below, any tax imposed on or measured by the net income of a Bank pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Bank is located) and all interest, penalties or similar liabilities with respect thereto (collectively, "Taxes"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower hereunder, under any Note or under any other Credit Document, after withholding or deduction for or on account of, of any Taxes; , will not be less than the amount provided that if for herein or in such Note. The Borrower shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Bank is located or of any applicable Withholding Agent political subdivision or taxing authority of any such jurisdiction as such Bank shall determine (are payable by such Bank in respect of Taxes paid to or on behalf of such Withholding Agent’s good faith discretion) that it is Bank pursuant to this or may be required by applicable Requirements of Law to deduct or withhold any Taxes from such payments, then (i) the applicable Withholding Agent may make such deductions or withholdings as are determined preceding sentence by the applicable Withholding Agent in such Withholding Agent’s good faith discretion to be required by any applicable Requirement of Law, (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Requirements of Law, and (iii) to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower. The Borrower or such Guarantor shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings applicable to additional sums payable under this Section 2.17) the Administrative Agent, the Collateral Agent or the applicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made. After any payment of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided in this Section 2.17, the Borrower shall deliver will furnish to the Administrative Agent or within five days after the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by law to report such payment or other evidence of such payment reasonably satisfactory to the Borrower, the Administrative Agent or the applicable Lenders, as the case may be. (b) The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Requirements of Law, or at the option of the Administrative Agent timely reimburse it for date the payment of any Other Taxes (whether Taxes, or not any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts evidencing such Other Taxes were correctly or legally imposed or asserted payment by the relevant Governmental Authority). (c) such Borrower. The Borrower shall will indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent, the Collateral Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17)Bank, and any reasonable 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 setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender, reimburse the Administrative Agent or such Bank upon its written request, for the Collateral Agent (as applicable) on its own behalf amount of any Taxes so levied or on behalf of a Lender shall be conclusive absent manifest errorimposed and paid or withheld by such Bank. (db) Each Lender shall Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent, at such time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the 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 as required pursuant to Section 2.17(e)(i)(A), (B) or (C)), 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. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender with respect to any Loan made to the Borrower shall, to the extent it is legally eligible to do so: (i) deliver to the Borrower and the Administrative Agent, on or prior to the date on which such Lender becomes a Lender under this AgreementRestatement Effective Date, two copies of (A) or in the case of a Non-U.S. Lender claiming Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 1.14 (unless the respective Bank was already a Bank hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Bank, (i) two accurate and complete original signed copies of Internal Revenue Service Form 4224 or 1001 (or successor forms) certifying to such Bank's entitlement to a complete exemption from U.S. federal United States withholding tax with respect to payments to be made under this Agreement, under any Note and under any Credit Document, or (ii) if the Bank is not a "bank" within the meaning of Section 871(h) or 881(c881(c)(3)(A) of the Code with respect and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to payments of “portfolio interest”clause (i) above, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any applicable successor formx) (together with a certificate substantially in the form of Exhibit D-1C (any such certificate, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (a “Non-Bank Tax "Section 4.04(b)(ii) Certificate”), representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not a CFC related to the Borrower as described in Section 881(c)(3)(C) of the Code") and the interest payments in question are not effectively connected with the conduct by such Lender (y) two accurate and complete original signed copies of a trade or business within the United States), (B) IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable, or Form W-8ECI W-8 (or any applicable successor form), in each case properly completed and duly executed by ) certifying to such Non-U.S. Lender and, Bank's entitlement to the extent applicable, claiming a complete exemption from, or reduced rate of, U.S. federal from United States withholding tax on with respect to payments by the Borrower of interest to be made under this Agreement, (C) IRS Form W-8IMY (under any Note and under any Credit Document. In addition, each Bank agrees that from time to time after the Restatement Effective Date, when a lapse in time or any applicable successor form) and all necessary attachments (including change in circumstances renders the forms described previous certification obsolete or inaccurate in clauses (A) and (B) above; provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; provided that such other form and supplementary documentation described in this clause (D) 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; and (ii) respect, it will deliver to the Borrower and the Administrative Agent two further new accurate and complete original signed copies of any such form Internal Revenue Service Form 4224 or certification (1001, or any applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a material change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent shall deliver to the Borrower (x)(I) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (ya Section 4.04(b)(ii) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. (f) If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses (including Taxes) of such Lender, the Administrative Agent or the Collateral AgentCertificate, as the case may be, and without interest such other than any interest received thereon forms as may be required in order to confirm or establish the entitlement of such Bank to a continued exemption from the relevant Governmental Authority or reduction in United States withholding tax with respect to such refund) as the Lenderpayments under this Agreement, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification Note and giving rise to such refund had not been deducted, withheldunder any Credit Document, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to immediately notify the Borrower and the Administrative Agent two copies of an IRS its inability to deliver any such Form W-9 (or substitute Certificate, in which case such Bank shall not be required to deliver any such Form or successor formCertificate pursuant to this Section 4.04(b), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior . Notwithstanding anything to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence of a change in the U.S. ▇▇▇▇▇▇’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent. (i) If a payment made to any Lender or any Agent under this Agreement or any other Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or such Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contrary contained in Section 1471(b) or 1472(b) of the Code, as applicable4.04(a), such Lender or such Agent shall deliver but subject to the immediately succeeding sentence, (x) the Borrower and shall be entitled, to the Administrative Agent at the time extent it is required to do so by law, to deduct or times prescribed by law and at such time withhold income or times reasonably requested similar taxes imposed by the Borrower United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the Administrative Agent account of any Bank which is not a United States person (as such documentation prescribed by applicable law (including as prescribed by term is defined in Section 1471(b)(3)(C)(i7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Bank has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and such additional documentation reasonably requested (y) the Borrower shall not be obligated pursuant to Section 4.04(a) hereof to gross-up payments to be made to a Bank in respect of income or similar taxes imposed by the Borrower or the Administrative Agent as may be necessary for United States if (I) such Bank has not provided to the Borrower and the Administrative Agent Internal Revenue Service Forms required to comply with their obligations under FATCAbe provided to the Borrower pursuant to this Section 4.04(b) or (II) in the case of a payment, other than interest, to determine whether such Lender has or has not complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount, if anya Bank described in clause (ii) above, to deduct and withhold the extent that such Forms do not establish a complete exemption from withholding of such paymenttaxes. Solely for purposes of Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 2.17(i4.04 and except as set forth in Section 12.04(a), “FATCA” shall include the Borrower agrees to pay any amendments made additional amounts and to FATCA indemnify each Bank in the manner set forth in Section 4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes deducted or withheld by it as described in the immediately preceding sentence as a result of any changes after the date Restatement Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of this Agreementsuch Taxes.

Net Payments. (a) Any and all All payments made by Borrowers hereunder or on behalf of the Borrower or under any Guarantor under this Agreement or any other Loan Document shall be made without setoff, counterclaim, or other defense. To the extent permitted by applicable law, all payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall be made by Borrowers free and clear of, of and without deduction or withholding for for, or on account of, any Taxes; provided that if tax, duty, levy, impost, deduction, charge, withholding, or assessment now or hereinafter imposed by any applicable Withholding Agent shall determine Governmental Authority. (b) If any Borrower makes any payment hereunder or under any Loan Document in such Withholding Agent’s good faith discretion) that respect of which it is or may be required by applicable Requirements of Law law to deduct or withhold any Taxes, such Borrower shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes from such payments, then withheld (iand any taxes withheld or imposed with respect to the additional payments required under this Section 2.8(b)) the applicable Withholding amount paid to the Lender or Administrative Agent may make equals the amount that was payable hereunder or under any such deductions Loan Document without regard to this Section 2.8(b). To the extent any Borrower withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or withholdings as are determined by the applicable Withholding Agent in assessments on payments hereunder or under any Loan Document, such Withholding Agent’s good faith discretion to be required by any applicable Requirement of Law, (ii) the applicable Withholding Agent Borrower shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with within the time allowed for payment under applicable Requirements of Law, law and (iii) to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings applicable to additional sums payable under this Section 2.17) the Administrative Agent, the Collateral Agent or the applicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made. After any payment of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided in this Section 2.17, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver within 30 days after it has made payment to the Borrower, as the case may be, the original or a certified copy of such authority a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by law to report such payment authority (or other evidence of such payment reasonably satisfactory to the Borrower, the Administrative Agent or the applicable Lenders, as the case may be. (bAgent) The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Requirements of Law, or at the option of the Administrative Agent timely reimburse it for evidencing the payment of any Other Taxes (whether all amounts so required to be deducted or not withheld from such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority)payment. (c) The Borrower shall indemnify and hold harmless the If any Lender or Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days after written demand therefor, for the full amount is required by law to make any payments of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent, the Collateral Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable in relation to any amounts payable under this Section 2.17), and any reasonable expenses arising therefrom received 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 setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. (d) Each Lender shall deliver to the Borrower and the Administrative Agent, at such time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made receivable hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption fromDocument, or reduction of, applicable Taxes in respect of any payments to be made to such Tax is assessed against a Lender by any Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the 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 as required pursuant to Section 2.17(e)(i)(A), (B) or (C)), 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. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender with respect to amounts received or receivable hereunder or under any other Loan made to the Document, each Borrower shall, to the extent it is legally eligible to do so: will indemnify such person against (i) deliver to the Borrower such Tax (and the Administrative Agent, on or prior to the date on which any reasonable counsel fees and expenses associated with such Lender becomes a Lender under this Agreement, two copies of (A) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any applicable successor form) (together with a certificate substantially in the form of Exhibit D-1, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (a “Non-Bank Tax Certificate”), representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not a CFC related to the Borrower as described in Section 881(c)(3)(C) of the Code) and the interest payments in question are not effectively connected with the conduct by such Lender of a trade or business within the United States), (B) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Non-U.S. Lender and, to the extent applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (ATax) and (Bii) above; provided that if the Non-U.S. Lender is any Taxes imposed as a partnership and not a participating Lender, and one or more result of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; provided that such other form and supplementary documentation described in this clause (D) 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; and (ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a material change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness receipt of the related transfer, be required to provide all the forms and statements required pursuant to payment under this Section 2.17(e2.8(c); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent shall deliver to the Borrower (x)(I) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. (f) If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses (including Taxes) of such Lender, the Administrative Agent or the Collateral Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lender, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion exercised A certificate prepared in good faith as to be the proportion amount of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses payment by Lender or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s requestabsent manifest error, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lenderbe final, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to the Borrower and the Administrative Agent two copies of an IRS Form W-9 (or substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence of a change in the U.S. ▇▇▇▇▇▇’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agentconclusive, and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agentbinding on all parties. (i) If a payment made to any Lender or any Agent under this Agreement or any other Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or such Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or such Agent shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 2.17(i), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Net Payments. (a) Any and all All payments made by Borrowers hereunder or on behalf of the Borrower or under any Guarantor under this Agreement or any other Loan Document shall be made without setoff, counterclaim, or other defense. To the extent permitted by applicable law, all payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall be made by Borrowers free and clear of, of and without deduction or withholding for for, or on account of, any Taxes; provided that if tax, duty, levy, impost, deduction, charge, withholding, or assessment now or hereinafter imposed by any applicable Withholding Agent shall determine Governmental Authority. (b) If any Borrower makes any payment hereunder or under any Loan Document in such Withholding Agent’s good faith discretion) that respect of which it is or may be required by applicable Requirements of Law law to deduct or withhold any Taxes, such Borrower shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes from such payments, then withheld (iand any taxes withheld or imposed with respect to the additional payments required under this Section 2.8(b)) the applicable Withholding amount paid to the Lender or Administrative Agent may make equals the amount that was payable hereunder or under any such deductions Loan Document without regard to this Section 2.8(b). To the extent any Borrower withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or withholdings as are determined by the applicable Withholding Agent in assessments on payments hereunder or under any Loan Document, such Withholding Agent’s good faith discretion to be required by any applicable Requirement of Law, (ii) the applicable Withholding Agent Borrower shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with within the time allowed for payment under applicable Requirements of Law, law and (iii) to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings applicable to additional sums payable under this Section 2.17) the Administrative Agent, the Collateral Agent or the applicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made. After any payment of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided in this Section 2.17, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver within 30 days after it has made payment to the Borrower, as the case may be, the original or a certified copy of such authority a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by law to report such payment authority (or other evidence of such payment reasonably satisfactory to the Borrower, the Administrative Agent or the applicable Lenders, as the case may be. (bAgent) The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Requirements of Law, or at the option of the Administrative Agent timely reimburse it for evidencing the payment of any Other Taxes (whether all amounts so required to be deducted or not withheld from such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority)payment. (c) The Borrower shall indemnify and hold harmless the If any Lender or Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days after written demand therefor, for the full amount is required by law to make any payments of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent, the Collateral Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable in relation to any amounts payable under this Section 2.17), and any reasonable expenses arising therefrom received 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 setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. (d) Each Lender shall deliver to the Borrower and the Administrative Agent, at such time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made receivable hereunder or under any other Loan Document are subject Document, or any Tax is assessed against a Lender or Administrative Agent with respect to Taxesamounts received or receivable hereunder or under any other Loan Document, each Borrower will indemnify such person against (Bi) if applicablesuch Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any Taxes imposed as a result of the receipt of the payment under this Section 2.8(c). A certificate prepared in good faith as to the amount of such payment by Lender or Administrative Agent shall, the required rate of withholding or deductionabsent manifest error, be final, conclusive, and binding on all parties. (Ci) To the extent permitted by applicable law, each Lender that is a Non-U.S. Participant shall deliver to the Funds Administrator and Administrative Agent on or prior to the Initial Borrowing Date (or in the case of a Lender that is an Assignee, on the date of such assignment to such Lender) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable form prescribed by the IRS) certifying to such Lender’s entitlement to any available a complete exemption from, or reduction ofa reduced rate in, applicable Taxes in respect of any United States withholding tax on interest payments to be made to such Lender by under this Agreement or any Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictionNote. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the 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 as required pursuant to Section 2.17(e)(i)(A), (B) or (C)), 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. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender with respect to any Loan made to the Borrower shall, to the extent it is legally eligible to do so: (i) deliver to the Borrower and the Administrative Agent, on or prior to the date on which such Lender becomes If a Lender under this Agreement, two copies of (A) in the case of that is a Non-U.S. Lender Participant is claiming a complete exemption from U.S. federal withholding tax under on interest pursuant to Section 871(h) or 881(c) of the Code Code, the Lender shall deliver (along with respect to payments two accurate and complete original signed copies of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any applicable successor form) (together with a certificate substantially in the form of Exhibit D-12.8(d)(i) (any such certificate, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (a “Non-Bank Tax Section 2.8(d)(i) Certificate”). In addition, representing each Lender that such is a Non-U.S. Participant agrees that from time to time after the Initial Borrowing Date, (or in the case of a Lender that is an Assignee, after the date of the assignment to such Lender), when a lapse in time (or change in circumstances occurs) renders the prior certificates hereunder obsolete or inaccurate in any material respect, such Lender shall, to the extent permitted under applicable law, deliver to the Funds Administrator and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 2.8(d)(i) Certificate, to confirm or establish the entitlement to such Lender or Administrative Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or any Note. (e) Each Lender that is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” Non-U.S. Participant (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not a CFC related to the Borrower as described in Section 881(c)(3)(C) of the Code) and the interest payments in question are not effectively connected with the conduct by other than any such Lender of which is taxed as a trade or business within the United States), (Bcorporation for U.S. federal income tax purposes) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case shall provide two properly completed and duly executed by such Non-U.S. Lender and, to the extent applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; provided that such other form and supplementary documentation described in this clause (D) 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; and (ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a material change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent shall deliver to the Borrower (x)(I) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. (f) If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses (including Taxes) of such Lender, the Administrative Agent or the Collateral Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lender, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to the Borrower and the Administrative Agent two copies of an IRS Form W-9 (or substitute any successor or successor other applicable form), properly completed ) to Funds Administrator and duly executed, Administrative Agent certifying that to such U.S. Lender or Administrative Agent is exempt from United States federal backup withholding (itax. To the extent that a form provided pursuant to this Section 2.8(e) on is rendered obsolete or prior inaccurate in any material respects as result of change in circumstances with respect to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence status of a change in the U.S. ▇▇▇▇▇▇’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Lender or Administrative Agent, and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent. (i) If a payment made to any Lender or any Agent under this Agreement or any other Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or such Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or such Administrative Agent shall shall, to the extent permitted by applicable law, deliver to the Borrower Funds Administrator and the Administrative Agent at revised forms necessary to confirm or establish the time entitlement to such Lender’s or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such ▇▇▇▇▇▇Agent’s obligations under FATCA or to determine the amount, if any, to deduct and withhold exemption from such payment. Solely for purposes of this Section 2.17(i), “FATCA” shall include any amendments made to FATCA after the date of this AgreementUnited States backup withholding tax.

Net Payments. (a) Any and Except as otherwise required by law, all payments made by or on behalf of the Borrower to any Lender or any Guarantor the Administrative Agent under this Agreement or and/or any other Loan Document shall be made free and clear of, and without deduction or withholding reduction for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income, bank shares and franchise taxes imposed by any jurisdiction in which such Lender's principal or lending office is located or in which such Lender is engaged in a trade or business or any political subdivision or taxing authority thereof or therein (such non-excluded taxes being called "Taxes; provided that if any applicable Withholding Agent shall determine (in such Withholding Agent’s good faith discretion) that it is or may be required by applicable Requirements of Law to deduct or withhold "). If any Taxes from such payments, then (i) the applicable Withholding Agent may make such deductions or withholdings as are determined by the applicable Withholding Agent in such Withholding Agent’s good faith discretion required to be required by withheld from any applicable Requirement of Lawamounts payable to the Administrative Agent or any Lender under this Agreement and/or any Loan Document, (ii) the applicable Withholding Agent Borrower shall timely pay the full amount deducted or withheld remit such Taxes to the relevant Governmental Authority in accordance with applicable Requirements of Law, imposing the same and (iii) the amounts so payable to such Lender shall be increased to the extent withholding necessary to yield to such Lender (after payment of all Taxes) interest or deduction any such other amounts payable at the rates or in the amounts specified in this Agreement and/or any Loan Document. Whenever any Tax is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower, as promptly as possible thereafter, the Borrower or such Guarantor shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings applicable send to additional sums payable under this Section 2.17) the Administrative Agent, the Collateral Agent for its own account or the applicable account of such Lender, as the case may be, receives a certified copy of an amount equal original official receipt received by the Borrower showing payment thereof. Without prejudice to the sum it would have received had no such deductions or withholdings been made. After foregoing, if any payment of Taxes by any Credit Party Lender or the Administrative Agent is required to a Governmental Authority as provided in this Section 2.17make any payment on account of Taxes, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrowerwill, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by law to report such payment or other evidence of such payment reasonably satisfactory to the Borrower, the Administrative Agent or the applicable Lenders, as the case may be. (b) The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Requirements of Law, or at the option of the Administrative Agent timely reimburse it for the payment of any Other Taxes (whether or not such Other Taxes were correctly or legally imposed or asserted upon notification by the relevant Governmental Authority). (c) The Borrower shall indemnify and hold harmless Lender or the Administrative Agent, promptly indemnify such Person against such Taxes. Notwithstanding the Collateral Agent and each foregoing provisions of this Section 2.12(a), the Borrower will have no obligation to indemnify any Lender within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent, the Collateral Agent or in respect of any Taxes that would not have been payable had (i) such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17), and any reasonable 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 setting forth in reasonable detail the basis and calculation of the amount assignee of such payment Lender or liability delivered to the Borrower by a Lender, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf participant of a Lender shall be conclusive absent manifest error. (dor each interestholder in such Lender, assignee or participant, where such Lender, assignee or participant is a pass-through entity for purposes of the U.S. withholding tax rules) Each Lender shall deliver provided to each of the Borrower and the Administrative Agent, at such time the applicable Withholding Certificate. For purposes of this Section 2.12, the term "Taxes" includes interest, penalties and expenses payable or times reasonably requested by incurred in connection therewith. The Lender shall submit a certification or otherwise provide written notice to the Borrower within a reasonable period of time after becoming aware of any Taxes for which it is entitled to payments of additional amounts under this Section 2.12(a). All demands for payment hereunder shall be given no more than 90 days after the occurrence of the event giving rise to such demand; provided however, that failure to deliver notice on a timely basis shall not constitute a waiver of any Lender's right to receive payment for any costs relating to the 90-day period preceding the date of demand and any costs incurred after the giving of such notice. (b) Each Lender or assignee or participant of a Lender that is not incorporated under the laws of the United States of America or a state thereof (and, upon the written request of the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such each other reasonably requested information as Lender or assignee or participant of a Lender) agrees that it will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the 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 as required pursuant to Section 2.17(e)(i)(A), (B) or (C)), 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. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender with respect to any Loan made to the Borrower shall, to the extent it is legally eligible to do so: (i) deliver to each of the Borrower and the Administrative Agent, on or prior to the date on which such Lender becomes a Lender under this Agreement, Agent two copies of (A2) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax duly completed appropriate valid Withholding Certificates (as defined under Section 871(h) or 881(c1.1441-1(c)(16) of the Income Tax Regulations (the "Regulations") certifying its status (i.e., U.S. or foreign person) and, if appropriate, making a claim of reduced, or exemption from, U.S. withholding tax on the basis of an income tax treaty or an exemption provided by the Internal Revenue Code with respect to payments of “portfolio interest”1986 (as amended, IRS the "Code"). The term "Withholding Certificate" means a Form W-8BEN or IRS Form W-9; a form W-8BEN; a form W-8ECI; a form W-8IMY and the related statements and certifications as required under Section 1.1441-E, as applicable (or any applicable successor form) (together with a certificate substantially in the form of Exhibit D-1, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (a “Non-Bank Tax Certificate”), representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A1(e)(3) of the Code, is not Regulations; a “10 percent shareholder” (within the meaning of statement described in Section 881(c)(3)(B1.871-14(c)(2) of the Code) of Regulations; or any other certificates under the Borrower, is not a CFC related to Code or Regulations that certify or establish the Borrower as described in Section 881(c)(3)(C) of the Code) and the interest payments in question are not effectively connected with the conduct by such Lender status of a trade payee or business within the United States), (B) IRS Form W-8BEN beneficial owner as a U.S. or IRS Form W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Non-U.S. Lender and, to the extent applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Lender is a partnership and not a participating foreign person. Each Lender, and one assignee or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction participant required to be made; provided that such other form and supplementary documentation described in this clause (D) 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; and (ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a material change in the most recent form previously delivered by it valid Withholding Certificate pursuant to the Borrower and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent preceding sentence shall deliver to such valid Withholding Certificate as follows: (A) each Lender which is a party hereto on the Borrower Closing Date shall deliver such valid Withholding Certificate at least five (x)(I5) prior to the date on which the first payment by the Borrower is due hereunder or (II) Business Days prior to the first date on which any interest or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment fees are payable by the Borrower is due hereunder, as applicable, two copies hereunder for the account of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding such Lender; (B) each assignee or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and participant shall deliver such valid Withholding Certificate at least five (y5) on or Business Days before the effective date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. assignment or participation (f) If any Lender, unless the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised shall permit such assignee or participant to deliver such Withholding Certificate less than five (5) Business Days before such date in good faith, that which case it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including shall be due on the date specified by the payment of additional amounts pursuant to this Section 2.17Administrative Agent), then the . Each Lender, the Administrative Agent assignee or the Collateral Agent, as the case may be, shall reimburse the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses (including Taxes) of such Lender, the Administrative Agent or the Collateral Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect participant which so delivers a valid Withholding Certificate further undertakes to such refund) as the Lender, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to each of the Borrower and the Administrative Agent two (2) additional copies of an IRS Form W-9 (or substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence of a change in the U.S. ▇▇▇▇▇▇’s circumstances requiring a change in the most recent form previously Withholding Certificate so delivered by it to the Borrower and the Administrative Agentit, and (iv) from time to time thereafter if such amendments thereto or extensions or renewals thereof as may reasonably requested by the Borrower or Administrative Agent. Notwithstanding the submission of a Withholding Certificate claiming a reduced rate of, or exemption from, U.S. withholding tax, the Administrative Agent. (iAgent shall be entitled to withhold United States federal income taxes at the full 30% withholding rate if in its reasonable judgment it is required to do so under the due diligence imposed upon a withholding agent under Section 1.1441-7(b) If a payment made to of the Regulations. Further, the Administrative Agent is indemnified under Section 1.1441-6(b) of the Regulations against any claims and demands of any Lender or assignee or participant of a Lender for the amount of any Agent tax it deducts or withholds in accordance with regulations under this Agreement or any other Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or such Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) 1441 of the Code, as applicable), such Lender or such Agent shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 2.17(i), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Net Payments. (a) Any and all All payments made by or on behalf of the Borrower or any Guarantor Borrowers and the other Credit Parties hereunder and under this Agreement or any other Loan Credit Document shall will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b), and except as required by applicable law, 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 (i) any tax or withholding on account of tax imposed on or measured by the net income or net profits of a Lender or the Administrative Agent (as applicable) and any franchise taxes and branch profits taxes imposed pursuant to the laws of the jurisdiction in which it is resident or organized or the jurisdiction in which the principal office or applicable lending office of such Lender or the Administrative Agent (as applicable) is located or any subdivision thereof or therein, or any tax imposed as a result of a present or former connection between such Lender or the Administrative Agent (as applicable) and the jurisdiction imposing such tax (other than connections arising only from such Lender or the Administrative Agent (as applicable) having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in any Loan or Credit Document), (ii) in the case of a Lender, any U.S. Federal withholding tax that is imposed on amounts payable to such Lender at the time such Lender becomes a party hereto (or designates a new lending office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from such U.S. Borrower with respect to such withholding tax pursuant to Section 5.04(a), (iii) Taxes attributable to a Lender’s failure to comply with Section 5.04(e), (iv) any United States federal withholding tax imposed under FATCA, (v) any tax imposed under the Income Tax Act (Canada) on any payment hereunder by a Credit Party to a Lender or the Administrative Agent (as applicable) by reason of such Credit Party not dealing at arm’s length for purposes of the Income Tax Act (Canada) with the Lender or the Administrative Agent (as applicable) at the time of such payment, (vi) any tax imposed under the Income Tax Act (Canada) on any payment hereunder by a Credit Party to a Lender or the Administrative Agent (as applicable) by reason of such Lender or the Administrative Agent (as applicable) being a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Income Tax Act (Canada)) of the Company or applicable Credit Party at any time during the year when such payment is made or by reason of such Lender or the Administrative Agent (as applicable) not dealing at arm’s length for purpose of the Income Tax Act (Canada) with a “specified shareholder” (within the meaning of subsection 18(5) of the Income Tax Act (Canada)) of the Company or applicable Credit Party at any time during the year in which such payment is made, and (vii) any withholding tax under the Income Tax Act (Canada) applicable to a payment by a Canadian Borrower in respect of a debt or other Obligation to pay an amount to a person with whom such Credit Party is not dealing at arm’s length for purposes of the Income Tax Act (Canada) (subparagraphs (i) through (vii) together, “Excluded Taxes”)) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the respective payment or which has guaranteed the obligations of the relevant Borrower) agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any other Credit Document, after withholding or deduction for or on account of, of any Taxes; , will not be less than the amount provided that if any applicable Withholding Agent shall determine (for herein or in such Withholding other Credit Documents. The respective Borrower (or other Credit Party) will, upon the Administrative Agent’s good faith discretion) that it is or may be required by applicable Requirements of Law written request, furnish to deduct or withhold any Taxes from such payments, then (i) the applicable Withholding Agent may make such deductions or withholdings as are determined by the applicable Withholding Agent in such Withholding Agent’s good faith discretion to be required by any applicable Requirement of Law, (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Requirements of Law, and (iii) to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings applicable to additional sums payable under this Section 2.17) the Administrative Agent, within 45 days after the Collateral Agent or date the applicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made. After any payment of any Taxes by any Credit Party or the Administrative Agent is due pursuant to a Governmental Authority as provided in this Section 2.17applicable law, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy copies of a receipt issued tax receipts evidencing such payment by such Governmental Authority evidencing such payment, a copy of any return required by law to report such payment Borrower (or other Credit Party) or other evidence of such payment reasonably satisfactory to the Borrower, the Administrative Agent or the applicable Lenders, as the case may beAgent. (b) The Borrower shall Subject to Section 14.07, the U.S. Borrowers (jointly and severally) or the Canadian Borrowers (jointly and severally), as applicable, agree (and the applicable Subsidiary Guarantors agree) to timely pay to the relevant Governmental Authority in accordance with applicable Requirements of Lawlaw, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. (c) Subject to Section 14.07, the U.S. Borrowers (jointly and severally) or the Canadian Borrowers (jointly and severally) shall, as applicable, agree (and the applicable Subsidiary Guarantors agree) to indemnify each Lender or the Administrative Agent, as the case may be, within 10 days after demand therefor, for the full amount of any Other Taxes (including Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Lender or required to be withheld or deducted from a payment to such Lender and any reasonable expenses arising therefrom or with respect thereto, whether or not such 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 delivered to the Company by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error; provided that the Borrowers shall not be required to compensate any Lender pursuant to this Section 5.04(c) for any such Taxes incurred more than 180 days prior to the date that such Lender notifies the Company of the change giving rise to such Taxes and of such Lender’s intention to claim compensation therefor; provided, further, that, if the change giving rise to such Taxes is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof. (cd) The Borrower Each Lender shall severally indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days 10 days after written demand therefor, for (i) any Taxes attributable to such Lender (but only to the full amount of extent that any Indemnified Taxes or Other Taxes imposed on Credit Party has not already indemnified the Administrative AgentAgent for such Taxes and without limiting the obligation of Credit Parties, subject to Section 14.07, to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the Collateral Agent or provisions of Section 13.04(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, as in each case, that are payable or paid by the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17)Administrative Agent in connection with any Credit Document, and any reasonable 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 setting forth in reasonable detail the basis and calculation of as to the amount of such payment or liability delivered to the Borrower any Lender by a Lender, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this clause (d). (di) Each Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to the Borrower Company and the Administrative Agent, at such the time or times reasonably requested by the Borrower Company or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information by the Company or the Administrative Agent as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Credit Party pursuant to any Loan Document without withholding or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictionat a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower Company or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower Company or the Administrative Agent as will enable the Borrower Company 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 as required pursuant to such documentation set forth in Section 2.17(e)(i)(A5.04(e)(ii)(A), (Bii)(B) or and (C)), ii)(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. (eii) Without limiting the generality of Section 2.17(d)the foregoing, each Non-U.S. Lender with respect to any Loan made to in the event that the Borrower shall, to the extent it is legally eligible to do so:a U.S. Borrower, (iA) any Lender that is a U.S. Person shall deliver to the Borrower Company and the Administrative Agent, Agent on or prior to the date on which such Lender becomes a Lender under this AgreementAgreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), two executed originals of Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), whichever of the following is applicable: (Ai) in the case of a Non-U.S. Foreign Lender claiming exemption from U.S. federal withholding the benefits of an income tax under Section 871(htreaty to which the United States is a party (x) or 881(c) of the Code with respect to payments of “portfolio interest”interest under any Credit Document, IRS executed originals of Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Credit Document, Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (or any applicable successor formii) executed originals of Internal Revenue Service Form W-8ECI; (together with iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D-1, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (a “Non-Bank Tax Certificate”), representing D-1 to the effect that such Non-U.S. Foreign Lender is not a bank for purposes “bank” within the meaning of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” (of the Company within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not or a CFC related to the Borrower as “controlled foreign corporation” described in Section 881(c)(3)(C) of the CodeCode (a “U.S. Tax Compliance Certificate”) and the interest payments in question are not effectively connected with the conduct by such Lender (y) executed originals of a trade or business within the United States), (B) IRS Internal Revenue Service Form W-8BEN or IRS W-8BEN-E, as applicable; or (iv) to the extent a Foreign Lender is not the beneficial owner, executed originals of Internal Revenue Service Form W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-2 or Exhibit D-3, Internal Revenue Service Form W-8ECI (or any applicable successor form)W-9, in and/or other certification documents from each case properly completed and duly executed by such Non-U.S. Lender andbeneficial owner, to the extent as applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Foreign Lender is a partnership and not a participating Lender, and one or more direct or indirect partners of such Foreign Lender are claiming the partners is claiming portfolio interest treatmentexemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender form of Exhibit D-4 on behalf of each such partnersdirect and indirect partner; (C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (D) and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax Tax, duly completed completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower Company or the Administrative Agent to determine the withholding or deduction required to be made; provided that such other form and supplementary documentation described in this clause and (D) 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; and (ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a material change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent shall deliver to the Borrower (x)(I) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. (f) If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses (including Taxes) of such Lender, the Administrative Agent or the Collateral Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lender, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to the Borrower and the Administrative Agent two copies of an IRS Form W-9 (or substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence of a change in the U.S. ▇▇▇▇▇▇’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent. (i) If a payment made to a Lender under any Lender or any Agent under this Agreement or any other Loan Credit Document would be subject to U.S. federal withholding tax Tax imposed by FATCA if such Lender or such Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or such Agent shall deliver to the Borrower Company and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower Company and the Administrative Agent to comply with their obligations under FATCA, FATCA and to determine whether that such Lender has or has not complied with such ▇▇▇▇▇▇Lender’s obligations under FATCA or to determine the amount, if any, amount to deduct and withhold from such payment. Solely for purposes of this Section 2.17(iclause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Company and the Administrative Agent in writing of its legal inability to do so. For purposes of determining withholding Taxes imposed under FATCA, from and after the Third Amendment Effective Date, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Loan Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). (f) If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been indemnified by a Borrower or with respect to which a Borrower has paid additional amounts pursuant to Section 5.04(a), it shall pay to such Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant jurisdiction or any political subdivision or taxing authority thereof with respect to such refund), provided that the U.S. Borrowers (on a joint and several basis) and the Canadian Borrowers (on a joint and several basis), as the case may be, upon the request of the Administrative Agent or such Lender, agree to repay the amount paid over to any such Borrower (plus any penalties, interest or other charges imposed by the relevant jurisdiction or any political subdivision or taxing authority thereof) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such jurisdiction or any political subdivision

Net Payments. (a) Any and all All payments made by or on behalf of the Borrower hereunder and under any Note will be made without setoff, counterclaim or any Guarantor under this Agreement or any other Loan Document shall defense. All such payments will be made free and clear of, and without deduction or withholding for Taxes, unless such deduction or on account of, any Taxes; provided that if any applicable Withholding Agent shall determine (in such Withholding Agent’s good faith discretion) that it withholding is or may be required by applicable Requirements of Law to deduct or withhold any Taxes from such payments, then (i) the applicable Withholding Agent may make such deductions or withholdings as are determined by the applicable Withholding Agent in such Withholding Agent’s good faith discretion to be required by any applicable Requirement of Lawlaw. If any such Taxes are Indemnified Taxes, (ii) the applicable Withholding Agent shall timely Borrower agrees to pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Requirements of Lawsuch Indemnified Taxes, and (iii) to the extent 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 is required to be made for or on account of any such Indemnified Taxes or Other Taxes, will not be less than the sum payable by the Borrower amount provided for herein or in such Guarantor shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings applicable to additional sums payable under this Section 2.17) the Administrative Agent, the Collateral Agent or the applicable Lender, as the case may be, receives an amount equal to the sum it would have received Note had no such deductions withholding or withholdings deduction been made. After any payment of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided in this Section 2.17, the The Borrower shall deliver will furnish to the Administrative Agent or within 45 days after the Administrative Agent shall deliver to date the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy payment of any return required by Taxes is due pursuant to applicable law to report certified copies of tax receipts (or such payment or other evidence of such payment reasonably satisfactory to the BorrowerAdministrative Agent) evidencing such payment by the Borrower (to the extent Borrower is responsible for making such withholding or deduction). The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the Administrative Agent amount of any Indemnified Taxes so levied or the applicable Lenders, as the case may beimposed and paid by such Lender. (b) The Borrower shall timely pay Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes (other than a Lender that may be treated as an exempt recipient under Treasury Regulations Section 1.6049-4(c)(1)(ii), subject to the relevant Governmental Authority in accordance with applicable Requirements provisions of Law, or at the option of the Administrative Agent timely reimburse it for the payment of any Other Taxes (whether or not such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental AuthorityTreasury Regulations Section 1.1441-1(d)(4). (c) The Borrower shall indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent, the Collateral Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable agrees to amounts payable under this Section 2.17), and any reasonable 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 setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. (d) Each Lender shall deliver to the Borrower and the Administrative AgentAgent on or prior to the Effective Date or, at such time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as in the case may be, to determine (A) whether of a Lender that is an assignee or not any payments made hereunder or transferee of an interest under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the 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 as required this Agreement pursuant to Section 2.17(e)(i)(A2.13 or 13.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, an Internal Revenue Service Form W-9. Each Lender that is not a United States person (Bas such term is defined in Section 7701(a)(30) or of the Code) for U.S. Federal income tax purposes (C)), shall “Foreign Lender”) and not be required if described in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender succeeding sentence (regarding Internal Revenue Service Form W-8IMY) agrees to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender with respect to any Loan made to the Borrower shall, to the extent it is legally eligible to do so: (i) deliver to the Borrower and the Administrative Agent, Agent on or prior to the date on which such Lender becomes a Lender under this AgreementEffective Date or, two copies of (A) in the case of a Non-U.S. Lender claiming that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption or reduction under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption or reduction in from U.S. federal United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a “bank” within the meaning of Section 871(h) or 881(c881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable a complete exemption under an income tax treaty) (or any applicable successor formforms) pursuant to clause (together with i) above, (x) a certificate substantially in the form of Exhibit D-1D (any such certificate, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (a “Non-Bank Tax Section 5.04(b)(ii) Certificate”), representing that such Non-U.S. Lender is not a bank for purposes ) and (y) two accurate and complete original signed copies of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” Internal Revenue Service Form W-8BEN (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not a CFC related with respect to the Borrower as described in Section 881(c)(3)(Cportfolio interest exemption) of the Code) and the interest payments in question are not effectively connected with the conduct by such Lender of a trade or business within the United States), (B) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Non-U.S. Lender and, to the extent applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Lender is a partnership and not a participating certifying to such Lender, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf ’s entitlement as of such partners) or (D) any other form prescribed by applicable law as date to a basis for claiming complete exemption from or a reduction in U.S. federal United States withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law respect to permit the Borrower to determine the withholding or deduction required payments of interest to be made; provided that such other form made under this Agreement and supplementary documentation described in this clause (Dunder any Note.) 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; and (ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a material change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided that in In the case of a Participant such Participant shall furnish all such required forms and statements to Foreign Lender that is not the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent shall deliver to the Borrower beneficial owner of payments made under this Agreement or any Note (x)(I) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes including a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding partnership or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. (f) If any participating Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses (including Taxes) of such Lender, the Administrative Agent or the Collateral Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lender, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Foreign Lender shall deliver to the Borrower and the Administrative Agent two copies of an IRS Form W-9 (or substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior to the Closing Effective Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) (or on or unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date it becomes a party of such assignment or transfer to this Agreement)such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8IMY on behalf of itself and (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence of a change relevant forms prescribed in the U.S. ▇▇▇▇▇▇’s circumstances requiring preceding two sentences as applicable that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a change Lender. In addition, each Foreign Lender shall, in the most recent form previously delivered by it to the Borrower and the Administrative Agentcase of any payment made after December 31, and (iv) from time to time thereafter if reasonably requested 2012 in respect of any Loan, Letters of Credit, Note or Obligation that was not treated as outstanding for purposes of FATCA on March 18, 2012, provide any forms, documentation, or other information as shall be prescribed by the Borrower or Internal Revenue Service to demonstrate that the Administrative Agent. (i) If a payment made to any relevant Foreign Lender or any Agent under this Agreement or any other Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or such Agent were to fail to comply has complied with the applicable reporting requirements of FATCA (including those contained FATCA. In addition, each Foreign Lender agrees that from time to time after the Effective Date, when a lapse in Section 1471(b) time or 1472(b) of change in circumstances renders the Code, as applicable)certification or forms in the second and third preceding sentences obsolete or inaccurate in any material respect, such Foreign Lender or such Agent shall will deliver to the Borrower and the Administrative Agent at two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the time or times prescribed by law and at such time or times reasonably requested by benefits of any income tax treaty), Form W-8BEN (with respect to the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Codeportfolio interest exemption) and a Section 5.04(b)(ii) Certificate or Internal Revenue Service Form W-8IMY (together with all underlying forms), as the case may be, and such additional documentation reasonably requested by the Borrower or the Administrative Agent other forms as may be necessary for required in order to confirm or establish the entitlement of such Foreign Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Foreign Lender shall immediately notify the Borrower and the Administrative Agent of its inability to comply deliver any such Form or Certificate, in which case such Foreign Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b). (c) If the Borrower pays any additional amount under this Section 5.04 to a Lender and such Lender determines in its sole discretion that it has actually received in connection therewith any refund of its Tax liabilities in or with their obligations under FATCArespect to the taxable year in which the additional amount is paid (a “Tax Benefit”), such Lender shall pay to the Borrower an amount that the Lender shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by such Lender in such year as a consequence of such Tax Benefit; provided, however, that (i) any Lender may determine, in its sole discretion consistent with the policies of such Lender, whether to seek a Tax Benefit, (ii) any Taxes that are imposed on a Lender as a result of a disallowance or reduction of any Tax Benefit with respect to which such Lender has or has not complied with such ▇▇▇▇▇▇’s obligations under FATCA or made a payment to determine the amount, if any, Borrower pursuant to deduct and withhold from such payment. Solely for purposes of this Section 2.17(i5.04(c) shall be treated as a Tax for which the Borrower is obligated to indemnify such Lender pursuant to this Section 5.04 without any exclusions or defenses, (iii) nothing in this Section 5.04(c) shall require any Lender to disclose any confidential information to the Borrower (including, without limitation, its tax returns), “FATCA” and (iv) no Lender shall include be required to pay any amendments made amounts pursuant to FATCA after the date this Section 5.04(c) at any time when a Default or an Event of this AgreementDefault exists.

Net Payments. (a) Any and all All payments made by the Borrower hereunder ------------ or on behalf under any Credit Document will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04, all payments hereunder and under ------------ any of the Borrower or any Guarantor under this Agreement or any other Loan Document Credit 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 or on account ofof any present or future tax, duty, levy, impost, assessment or other charge of whatever nature now or hereafter imposed by any Governmental Authority, but excluding therefrom (i) a tax imposed on or measured by the overall net income (including a franchise tax based on net income) of the lending office of the Lender in respect of which the payment is made by the jurisdiction in which the Lender is incorporated or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender with respect to the Loans or portion thereof affected by such change and (iii) any tax imposed on or measured by the overall net income (including a franchise tax based on net income) of a Lender or an office or branch thereof by the United States of America or any political subdivision or taxing authority thereof or therein (such tax or taxes, other than excluded tax or taxes, being herein referred to as "Tax" or "Taxes; provided that if any applicable Withholding Agent shall determine (in such Withholding Agent’s good faith discretion) that it "). If the Borrower is or may be --- ----- required by applicable Requirements law to make any deduction or withholding of Law to deduct or withhold any Taxes from such paymentsany payment due hereunder or under any of the Credit Documents, then (i) the applicable Withholding Agent may make amount payable will be increased to such deductions amount which, after deduction from such increased amount of all such Taxes required to be withheld or withholdings deducted therefrom, will not be less than the amount due and payable hereunder had no such deduction or withholding been required. A certificate as are determined to any additional amounts payable to a Lender under this Section 4.04 submitted to the Borrower by ------------ such Lender shall show in reasonable detail the applicable Withholding Agent amount payable and the calculations used to determine in such Withholding Agent’s good faith discretion to such amount and shall, absent manifest error, be final, conclusive and binding upon all parties hereto. (b) If the Borrower makes any payment hereunder or under any of the Credit Documents in respect of which it is required by law to make any applicable Requirement deduction or withholding of Lawany Taxes, (ii) the applicable Withholding Agent it shall timely pay the full amount to be deducted or withheld to the relevant Governmental Authority taxation or other authority within the time allowed for such payment under applicable law and shall deliver to the Lenders within 30 days after it has made such payment to the applicable authority a receipt issued by such authority evidencing the payment to such authority of all amounts so required to be deducted or withheld from such payment. (c) Without prejudice to the other provisions of Section 4.04, if any ------------ Lender, or the Administrative Agent on its behalf, is required by law to make any payment on account of Taxes on or in accordance relation to any amount received or receivable hereunder or under any of the Credit Documents by such Lender, or the Administrative Agent on its behalf, or any liability for Tax in respect of any such payment is imposed, levied or assessed against any Lender or the Administrative Agent on its behalf, the Borrower will promptly, following receipt of the certificate described in the immediately following sentence, indemnify such person against such Tax payment or liability, together with any interest, penalties and expenses (including reasonable counsel fees and expenses) payable or incurred in connection therewith, including any tax of any Lender arising by virtue of payments under this Section 4.04(c), computed in a --------------- manner consistent with this Section 4.04(c). A certificate prepared in good --------------- faith as to the amount of such payment by such Lender, or the Administrative Agent on its behalf, absent manifest error, shall be final, conclusive and binding upon all parties hereto for all purposes. (d) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the Borrower and the Administrative Agent on or prior to the Restatement Effective Date, or in the case of a Lender that is an Assignee of an interest under this Agreement pursuant to Section 1.13 or 12.04 (unless the respective Lender was already a ------------ ----- Lender hereunder immediately prior to such assignment), on the date of such assignment to such Lender, (i) two accurate and complete original signed copies of IRS Form ▇-▇▇▇▇, ▇-▇▇▇▇ or W-8IMY (or successor or other applicable Requirements forms prescribed by the IRS) certifying to such Lender's entitlement to a complete exemption from or reduced rate of LawUnited States withholding tax on interest payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver the applicable form pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a --------- "Section 4.04(d)(ii) Certificate") and (iiiy) two accurate and complete original -------------------------------- signed copies of IRS Form W-8 (or successor form) certifying to such Lender's entitlement to a complete exemption from United States withholding tax on payments of interest to be made under this Agreement and under any Note; provided, however, that no Lender shall be required to deliver a an IRS Form W- -------- ------- 8BEN, W-8ECI, W-8IMY, or Section 4.04(d)(ii) Certificate under this Section ------- 4.04(d) to the extent that the delivery of such form is not authorized by law; ------- provided further, however, that in the event that a Lender provides the Borrower -------- ------- ------- or the Administrative Agent with an IRS Form W-8IMY (or substitute form) indicating that it is a "flow through" entity, as defined in Treasury Regulations promulgated under Section 1441 of the Code, or otherwise, not a beneficial owner of interest payments under this Agreement and under any Note, such Lender agrees, on or prior to the Restatement Effective Date, or the date of assignment to such Lender, as applicable, to take any actions necessary, and to deliver to the Borrower and the Administrative Agent all forms necessary, to establish such Lender's entitlement to a complete exemption from, or a reduction in, United States withholding tax on payments of interest to be made under this Agreement and under any Note, including causing its partners, members, beneficiaries, beneficial owners, and their beneficial owners, if any, to take any actions and deliver any forms necessary to establish such exemption. Notwithstanding the foregoing, (i) a fiscally transparent entity may provide an IRS Form W-8BEN to claim a treaty exemption or deduction rate reduction to the extent that such entity is receiving interest and is not treated as fiscally transparent by its own jurisdiction, provided the satisfaction of such conditions entitles the Lender to an exemption or reduction from withholding at the time such Lender becomes a party to this Agreement and (ii) a withholding foreign partnership, withholding foreign trust, and qualified intermediary shall only provide such information as is required by Treasury Regulations promulgated under Code Section 1441. For purposes of this Agreement, the term "Forms" shall include any attachments for to IRS Forms W-8 IMY required to be made on account of Indemnified Taxes or Other Taxes, the sum payable filed by the Lender. In addition, each Lender agrees that from time to time after the Restatement Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender will deliver to the Borrower or such Guarantor shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings applicable to additional sums payable under this Section 2.17) the Administrative AgentAgent two new accurate and complete original signed copies of an IRS Form W-8BEN, the Collateral Agent W-8ECI, or the applicable LenderW-8IMY and a Section 4.04(d)(ii) Certificate, as the case may be, receives and such other forms as may be required in order to confirm or establish the entitlement of such Lender (or its partners, members, beneficiaries, or beneficial owners) to a continued exemption from or reduction in United States withholding Tax on interest payments under this Agreement and any Note, or it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such form or certificate; provided, -------- however, that no Lender shall be required to deliver an amount equal IRS Form ▇▇-▇▇▇, ▇-▇▇▇▇, ------- or W-8IMY under this Section 4.04(d) to the sum it extent that the delivery of such --------------- form is not authorized by law; provided, further, however, that any Lender which -------- ------- ------- does not deliver the applicable form pursuant to Section 4.04(d) shall be --------------- entitled to additional payment pursuant to Section 4.04(a) or indemnification --------------- under Section 4.04(c) only if and to the extent (i) such failure results from a --------------- change in law or (ii) the Tax to which such additional payment or indemnification relates would have received had no been imposed regardless of whether such deductions or withholdings been madeLender provided such forms. After Notwithstanding anything to the contrary contained in Section 4.04, any Lender that has not provided to the Borrower the IRS Forms ------------ required to be provided to the Borrower pursuant to this Section 4.04(d) shall --------------- not be entitled to any payment of Taxes by additional amounts pursuant to Section 4.04(a) --------------- or indemnification under Section 4.04(c) with respect to any Credit Party deduction or the Administrative Agent to a Governmental Authority as --------------- withholding which would not have been required if such Lender had provided in this Section 2.17, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by law to report such payment or other evidence of such payment reasonably satisfactory to the Borrower, the Administrative Agent or the applicable Lenders, as the case may beforms. (be) The Borrower Each Lender that is incorporated or organized under the laws of the United States of America or a state thereof shall timely pay to the relevant Governmental Authority in accordance with applicable Requirements provide two properly completed and duly executed copies of LawIRS Form W-9, or at the option of the Administrative Agent timely reimburse it for the payment of any Other Taxes (whether successor or not such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority). (c) The Borrower shall indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent, the Collateral Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17), and any reasonable 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 Authorityother applicable form. A certificate setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. (d) Each Lender shall deliver to the Borrower and the Administrative AgentAgent (provided that such Lender remains lawfully able to do so), two further duly executed forms and statements, properly completed in all material respects, at or before the time any such form or statement expires or becomes obsolete, or otherwise as reasonably requested by the Borrower. Each Lender shall promptly notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or times any other form or certification adopted by U.S. taxing authorities for such purpose). (f) Each Lender agrees that, as promptly as practicable after it becomes aware of the occurrence of any event or the existence of any condition that would cause the Borrower to make a payment in respect of any Taxes to such Lender pursuant to Section ------- 4.04(a) or a payment in indemnification for any Taxes pursuant to Section ------- ------- 4.04(c), it will use reasonable efforts to make, fund or maintain the Loan (or ------- portion thereof) of such Lender with respect to which the aforementioned payment is or would be made through another lending office of such Lender or take any other action reasonably requested by the Borrower or if as a result thereof the Administrative Agent, additional amounts which would otherwise be required to be paid by such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Loans (or portions thereof) or participation in Letters of Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the 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 as required pursuant to Section 2.17(e)(i)(A), (B4.04(a) or Section 4.04(c) would be --------------- --------------- materially reduced, and if, as determined by such Lender, in its reasonable discretion, the making, funding or maintaining of such Loans or participation in Letters of Credit (C)), shall or portions thereof) through such other lending office or taking of such other action would not be required if otherwise materially adversely affect such Loans or such Lender. The Borrower agrees to pay all reasonable expenses incurred by any Lender in the Lender’s reasonable judgment such completion, execution or submission would subject utilizing another lending office of such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position taking of such Lender. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender with respect to any Loan made to the Borrower shall, to the extent it is legally eligible to do so: (i) deliver to the Borrower and the Administrative Agent, on or prior to the date on which such Lender becomes a Lender under this Agreement, two copies of (A) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any applicable successor form) (together with a certificate substantially in the form of Exhibit D-1, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (a “Non-Bank Tax Certificate”), representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not a CFC related to the Borrower as described in Section 881(c)(3)(C) of the Code) and the interest payments in question are not effectively connected with the conduct by such Lender of a trade or business within the United States), (B) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Non-U.S. Lender and, to the extent applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; provided that such other form and supplementary documentation described in this clause (D) 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; and (ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a material change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required action pursuant to this Section 2.17(e); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent shall deliver to the Borrower (x)(I) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. (f) If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses (including Taxes) of such Lender, the Administrative Agent or the Collateral Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lender, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential4.04(f). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to the Borrower and the Administrative Agent two copies of an IRS Form W-9 (or substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence of a change in the U.S. ▇▇▇▇▇▇’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent. (i) If a payment made to any Lender or any Agent under this Agreement or any other Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or such Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or such Agent shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 2.17(i), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.---------------

Net Payments. (a) Any and all All payments made by the Company hereunder or on behalf of the Borrower or any Guarantor under this Agreement or any other Loan Document to or for the benefit of any Bank, any Issuing Bank, the Collateral Agent or the Administrative Agent shall be made without set-off, counterclaim or other defense and shall be made free and clear of, and without deduction or withholding for or on account offor, any Taxes; provided that if . In addition, the Company shall pay all Other Taxes. (b) The Company agrees to indemnify and hold harmless each Bank, the Issuing Bank, the Collateral Agent and the Administrative Agent for the full amount of Taxes or Other Taxes (including any applicable Withholding additional Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 4.09(b)) paid by any Bank, any Issuing Bank, the Collateral Agent or the Administrative Agent in respect of any sum payable hereunder or under any other Loan Document (including penalties, interest, additions to tax and any reasonable expenses). Payment under this indemnification shall determine be made within 30 days after the date any Bank, any Issuing Bank, the Collateral Agent or the Administrative Agent makes written demand therefor. (in such Withholding Agent’s good faith discretionc) that it is or may If the Company shall be required by applicable Requirements of Law law to deduct or withhold any Taxes or Other Taxes from such paymentsor in respect of any sum payable hereunder (or under any other Loan Document) to any Bank, then any Issuing Bank, the Collateral Agent or the Administrative Agent, then: (i) the applicable Withholding Agent may make such deductions or withholdings as are determined by the applicable Withholding Agent in such Withholding Agent’s good faith discretion to be required by any applicable Requirement of Law, (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Requirements of Law, and (iii) to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after making all such required deductions and withholdings have been made of Taxes or Other Taxes (including deductions or and withholdings applicable to additional sums payable under this Section 2.17) the Administrative Agent4.09), such Bank, such Issuing Bank, the Collateral Agent or the applicable Lender, as the case may be, Administrative Agent receives an amount equal to the sum it would have received had no such deductions or withholdings been made. After ; (ii) the Company shall make such deductions and withholdings; and (iii) the Company shall pay the full amount deducted or withheld to the relevant taxing authority or other authority in accordance with applicable law. (d) Within 30 days after the date of any payment by the Company of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided in this Section 2.17Other Taxes, the Borrower Company shall deliver furnish to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such paymentpayment thereof, a copy of any return required by law to report such payment or other evidence of such payment reasonably satisfactory to the Borrower, the Administrative Agent or if available from the applicable Lenders, as the case may beappropriate taxing authority. (e) If the Company would be required to pay additional amounts to any Bank pursuant to paragraph (b) The Borrower or (c) of this Section 4.09, then such Bank shall timely pay use reasonable efforts (consistent with legal and regulatory restrictions) to change the relevant Governmental Authority in accordance with applicable Requirements jurisdiction of Law, or at its lending office so as to eliminate the option obligation of the Administrative Agent timely reimburse it for Company to pay any such additional amounts which may thereafter accrue or to indemnify such Bank in the payment future, if such change in the reasonable judgment of any Other Taxes (whether or such Bank is not otherwise materially disadvantageous to such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority)Bank. (ci) The Borrower shall indemnify and hold harmless Any Bank not organized under the Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent, the Collateral Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17), and any reasonable 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 setting forth in reasonable detail the basis and calculation laws of the amount of such payment or liability delivered United States shall furnish to the Borrower by a Lender, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. (d) Each Lender shall deliver to the Borrower and the Administrative Agent, at such time or times reasonably requested by the Borrower Company or the Administrative Agent, such properly completed two copies of IRS Form 1001, IRS Form 4224 or IRS Form W-8, or successor applicable form (which shall be accurate and executed documentation prescribed by applicable law complete) as may be required to establish, as of the date of this Agreement, an exemption from U.S. withholding taxes or backup withholding taxes in respect of payments made under any Loan Document. In the event that a Bank assigns all or a portion of its rights and such other reasonably requested information as will permit obligations under this Agreement, pursuant to Section 11.07, each assignee shall furnish to the Borrower Company or the Administrative AgentAgent two copies of IRS Form 1001, IRS Form 4224 or IRS Form W-8, or successor applicable form (which shall be accurate and complete) as may be required to establish, as of the date of the assignment, a full exemption from U.S. withholding taxes or back-up withholding taxes in respect of payments made under this Agreement. The Company and the Administrative Agent shall be entitled to rely upon the accuracy of any such forms, documents or other information furnished to it by any Person and shall have no obligation to make any additional payment or indemnify any Person for any taxes, interest or penalties that would not have become payable by such Person had such documentation been accurate. (ii) Each Bank that is not organized under the laws of the United States (including any assignee pursuant to Section 11.07 that is not organized under the laws of the United States) shall also deliver to the Company or the Administrative Agent two further copies of said Form 1001, Form 4224, or Form W-8, or successor applicable forms, as the case may be, when requested to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested do so by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower Company or the Administrative Agent as will enable the 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 as required pursuant to Section 2.17(e)(i)(A), (B) or (C)), 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. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender with respect to any Loan made to the Borrower shall, to the extent it is legally eligible to do so: (i) deliver to the Borrower and the Administrative Agent, on or prior to the date on which such Lender becomes a Lender under this Agreement, two copies of (A) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any applicable successor form) (together with a certificate substantially in the form of Exhibit D-1, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (a “Non-Bank Tax Certificate”), representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not a CFC related to the Borrower as described in Section 881(c)(3)(C) of the Code) and the interest payments in question are not effectively connected with the conduct by such Lender of a trade or business within the United States), (B) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Non-U.S. Lender and, to the extent applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; provided that such other form and supplementary documentation described in this clause (D) 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; and (ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a material change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent shall deliver to the Borrower (x)(I) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. (f) If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses (including Taxes) of such Lender, the Administrative Agent or the Collateral Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lender, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to the Borrower and the Administrative Agent two copies of an IRS Form W-9 (or substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that any such form expires or becomes obsolete or invalid, (iii) otherwise is required to be resubmitted as a condition to obtaining an exemption from a required withholding of U.S. federal income tax or after the occurrence of a change in the U.S. ▇▇▇▇▇▇’s circumstances any event requiring a change in the most recent form previously delivered by it to the Borrower Administrative Agent or the Company, and such extensions or renewals thereof as may reasonably be requested by the Company or the Administrative Agent, certifying that such Bank is entitled to receive payments hereunder or under any other Loan Documents without deduction or withholding of any U.S. federal income taxes, unless in any such case an event outside the control of such Bank (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Bank from duly completing and (iv) from time delivering any such form with respect to time thereafter if reasonably requested by it and such Bank so advises the Borrower Company or the Administrative Agent. (i) If . No Bank shall be required to provide a payment made form described in the preceding sentence unless it is legally entitled to do so at the time such form is requested by the Company, and the inability to provide any Lender or any Agent under this Agreement or any other Loan Document would such form shall not be subject to U.S. federal withholding tax imposed by FATCA if such Lender or such Agent were to fail considered a failure to comply with the applicable reporting requirements provisions of FATCA this Section 4.09(f) unless such inability results from any event that is not outside the control of such Bank. (including those contained in Section 1471(biii) or 1472(b) of In the Code, as applicable), such Lender or such Agent event that any Bank shall deliver furnish a Form W-8 to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower Company or the Administrative Agent pursuant to (i) or (ii) above, such documentation prescribed Bank shall also certify that any payments pursuant to this Agreement are not received by applicable law such Bank as an extension of credit entered into in the ordinary course of its business. (g) Notwithstanding any other provision of this Section 4.09 to the contrary, the Company shall not be required to pay any additional amounts pursuant to this Section 4.09 to the extent that such additional amounts relate to Taxes or Other Taxes (including as prescribed by Section 1471(b)(3)(C)(iobligations to deduct or withhold amounts with respect thereto) that result solely from a failure of the Code) and such additional documentation reasonably requested by the Borrower any Bank, or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent assignee thereof, to comply with their obligations under FATCASection 4.09(f) on or before the Effective Date or, to determine whether such Lender has or has not complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine in the amountcase of an assignee, if any, to deduct and withhold from such payment. Solely for purposes of this Section 2.17(i), “FATCA” shall include any amendments made to FATCA after the date of this Agreementthe assignment becomes effective.

Net Payments. (a) Any and all All payments made by Borrower hereunder or on behalf of the Borrower or under any Guarantor under this Agreement or any other Loan Document shall be made without setoff, counterclaim, or other defense. All payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall be made by Borrower free and clear of, of and without deduction or withholding for for, or on account of, any Taxes; provided that if tax, duty, levy, impost, deduction, charge, withholding, or assessment now or hereinafter imposed by any applicable Withholding Agent shall determine Governmental Authority. (b) If the Borrower makes any payment hereunder or under any Loan Document in such Withholding Agent’s good faith discretion) that respect of which it is or may be required by applicable Requirements of Law law to deduct or withhold any Taxes, Borrower shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes from such payments, then withheld (iand any taxes withheld or imposed with respect to the additional payments required under this Section 4.7(b)) the applicable Withholding amount paid to the Lender or Administrative Agent may make equals the amount that was payable hereunder or under any such deductions Loan Document without regard to this Section 4.7(b). To the extent Borrower withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or withholdings as are determined by the applicable Withholding Agent in such Withholding Agent’s good faith discretion to be required by assessments on payments hereunder or under any applicable Requirement of LawLoan Document, (ii) the applicable Withholding Agent Borrower shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with within the time allowed for payment under applicable Requirements of Law, law and (iii) to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings applicable to additional sums payable under this Section 2.17) the Administrative Agent, the Collateral Agent or the applicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made. After any payment of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided in this Section 2.17, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver within 30 days after it has made payment to the Borrower, as the case may be, the original or a certified copy of such authority a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by law to report such payment authority (or other evidence of such payment reasonably satisfactory to the Borrower, the Administrative Agent or the applicable Lenders, as the case may be. (bAgent) The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Requirements of Law, or at the option of the Administrative Agent timely reimburse it for evidencing the payment of any Other Taxes (whether all amounts so required to be deducted or not withheld from such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority)payment. (c) The Borrower shall indemnify and hold harmless the If any Lender or Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days after written demand therefor, for the full amount is required by law to make any payments of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent, the Collateral Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable in relation to any amounts payable under this Section 2.17), and any reasonable expenses arising therefrom received 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 setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. (d) Each Lender shall deliver to the Borrower and the Administrative Agent, at such time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made receivable hereunder or under any other Loan Document are subject Document, or any Tax is assessed against a Lender or Administrative Agent with respect to Taxesamounts received or receivable hereunder or under any other Loan Document, Borrower will indemnify such person against (Bi) if applicable, the required rate of withholding or deduction, such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (Cii) any taxes imposed as a result of the receipt of the payment under this Section 4.7(c). A certificate prepared in good faith as to the amount of such Lender’s entitlement to any available exemption from, payment by Lender or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the 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 showing calculations thereof in the preceding two sentencesreasonable detail, the completion, execution and submission of such documentation (other than as required pursuant to Section 2.17(e)(i)(A), (B) or (C)), 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. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender with respect to any Loan made to the Borrower shall, to the extent it is legally eligible to do so:absent manifest error, be final, conclusive, and binding on all parties. (i) To the extent permitted by applicable law, each Lender that is a Non-U.S. Participant shall deliver to the Borrower and the Administrative Agent, Agent on or prior to the date on which such Lender becomes a Lender under this Agreement, two copies of Initial Borrowing Date (A) or in the case of a Lender that is an Assignee, on the date of such assignment to such Lender) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable form prescribed by the IRS) certifying to such Lender's entitlement to a complete exemption from, or a reduced rate in, United States withholding tax on interest payments to be made under this Agreement or any Note. If a Lender that is a Non-U.S. Lender Participant is claiming a complete exemption from U.S. federal withholding tax under on interest pursuant to Section 871(h) or 881(c) of the Code Code, the Lender shall deliver (along with respect to payments two accurate and complete original signed copies of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any applicable successor form) (together with a certificate substantially in the form of Exhibit D-14.7(d)(i) (any such certificate, Exhibit D-2a "Section 4.7(d)(i) Certificate"). In addition, Exhibit D-3 or Exhibit D-4 hereto, as applicable (each Lender that is a “Non-Bank Tax Certificate”), representing that such Non-U.S. Participant agrees that from time to time after the Initial Borrowing Date, (or in the case of a Lender that is an Assignee, after the date of the assignment to such Lender), when a lapse in time (or change in circumstances occurs) renders the prior certificates hereunder obsolete or inaccurate in any material respect, such Lender shall, to the extent permitted under applicable law, deliver to the Borrower and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 4.7(d)(i) Certificate, to confirm or establish the entitlement to such Lender or Administrative Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or any Note. (ii) Each Lender that is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” Non-U.S. Participant (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not a CFC related to the Borrower as described in Section 881(c)(3)(C) of the Code) and the interest payments in question are not effectively connected with the conduct by other than any such Lender of which is taxed as a trade or business within the United States), (Bcorporation for U.S. federal income tax purposes) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case shall provide two properly completed and duly executed by such Non-U.S. Lender and, to the extent applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; provided that such other form and supplementary documentation described in this clause (D) 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; and (ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a material change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent shall deliver to the Borrower (x)(I) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. (f) If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses (including Taxes) of such Lender, the Administrative Agent or the Collateral Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lender, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to the Borrower and the Administrative Agent two copies of an IRS Form W-9 (or substitute any successor or successor other applicable form), properly completed ) to Borrower and duly executed, Administrative Agent certifying that to such U.S. Lender or Administrative Agent is exempt from United States federal backup withholding (itax. To the extent that a form provided pursuant to this Section 4.7(d)(ii) on is rendered obsolete or prior inaccurate in any material respects as result of change in circumstances with respect to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence status of a change in the U.S. ▇▇▇▇▇▇’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent. (i) If a payment made to any Lender or any Agent under this Agreement or any other Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or such Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable)Lender, such Lender or such Administrative Agent shall shall, to the extent permitted by applicable law, deliver to the Borrower and the Administrative Agent at revised forms necessary to confirm or establish the time or times prescribed by law and at entitlement to such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount, if any, to deduct and withhold Lender's exemption from such payment. Solely for purposes of this Section 2.17(i), “FATCA” shall include any amendments made to FATCA after the date of this AgreementUnited States backup withholding tax.

Net Payments. (a) Any and Except as otherwise required by law, all payments made by or on behalf of the Borrower to any Lender or any Guarantor the Administrative Agent under this Agreement or and/or any other Loan Document shall be made free and clear of, and without deduction or withholding reduction for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income, bank shares and franchise taxes imposed by any jurisdiction in which such Lender's principal or lending office is located or in which such Lender is engaged in a trade or business or any political subdivision or taxing authority thereof or therein (such non-excluded taxes being called "Taxes; provided that if any applicable Withholding Agent shall determine (in such Withholding Agent’s good faith discretion) that it is or may be required by applicable Requirements of Law to deduct or withhold "). If any Taxes from such payments, then (i) the applicable Withholding Agent may make such deductions or withholdings as are determined by the applicable Withholding Agent in such Withholding Agent’s good faith discretion required to be required by withheld from any applicable Requirement of Lawamounts payable to the Administrative Agent or any Lender under this Agreement and/or any Loan Document, (ii) the applicable Withholding Agent Borrower shall timely pay the full amount deducted or withheld remit such taxes to the relevant Governmental Authority in accordance with applicable Requirements of Law, imposing the same and (iii) the amounts so payable to such Lender shall be increased to the extent withholding necessary to yield to such Lender (after payment of all Taxes) interest or deduction any such other amounts payable at the rates or in the amounts specified in this Agreement and/or any Loan Document. Whenever any Tax is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower, as promptly as possible thereafter, the Borrower or such Guarantor shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings applicable send to additional sums payable under this Section 2.17) the Administrative Agent, the Collateral Agent for its own account or the applicable account of such Lender, as the case may be, receives a certified copy of an amount equal original official receipt received by the Borrower showing payment thereof. Without prejudice to the sum it would have received had no such deductions or withholdings been made. After foregoing, if any payment of Taxes by any Credit Party Lender or the Administrative Agent is required to a Governmental Authority as provided in this Section 2.17make any payment on account of Taxes, the Borrower shall deliver to will, upon notification by the Administrative Agent Lender or the Administrative Agent shall deliver to the BorrowerAgent, as the case may bepromptly indemnify such Person against such Taxes. For purposes of this Section 2.12, the original term "Taxes" includes interest, penalties and expenses payable or a certified copy of a receipt issued by such Governmental Authority evidencing such paymentincurred in connection therewith. A certificate as to any additional ain reasonable detail the calculation thereof, or, alternatively, including a copy of any return required by law the notice from the taxing jurisdiction notifying the Lender of its liability for Taxes) payable to report such payment or other evidence of such payment reasonably satisfactory a Lender under this Section 2.12 submitted to the BorrowerBorrower by such Lender shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. The Lender shall submit such certification or otherwise provide written notice to the Administrative Agent or the applicable Lenders, as the case may beBorrower within a reasonable period of time after becoming aware of any Taxes for which it is entitled to payments of additional amounts under this Section 2.12. (b) The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Requirements of Law, or at the option of the Administrative Agent timely reimburse it for the payment of any Other Taxes (whether or not such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority). (c) The Borrower shall indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent, the Collateral Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17), and any reasonable 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 setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. (d) Each Lender shall deliver to the Borrower and the Administrative Agent, at such time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the 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 as required pursuant to Section 2.17(e)(i)(A), (B) or (C)), 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. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender with respect to any Loan made to the Borrower shall, to the extent it is legally eligible to do so: (i) deliver to the Borrower and the Administrative Agent, on or prior Prior to the date on which of initial funding by each Lender that is not incorporated under the laws of the United States of America or a state thereof, such Lender becomes a Lender under this Agreement, two copies of (A) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any applicable successor form) (together with a certificate substantially in the form of Exhibit D-1, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (a “Non-Bank Tax Certificate”), representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not a CFC related to the Borrower as described in Section 881(c)(3)(C) of the Code) and the interest payments in question are not effectively connected with the conduct by such Lender of a trade or business within the United States), (B) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Non-U.S. Lender and, to the extent applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; provided that such other form and supplementary documentation described in this clause (D) 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; and (ii) will deliver to the Borrower and the Administrative Agent two further duly completed copies of any such form United States Internal Revenue Service Form 1001 or certification (4224 or any successor applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a material change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent shall deliver to the Borrower (x)(I) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. (f) If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse certifying in each case that such Lender is entitled to receive payments under this Agreement and/or any Loan Document payable to it, without deduction or withholding of any United States federal income taxes. Each Lender that delivers to the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses (including Taxes) of such Lender, and the Administrative Agent a Form 1001 or 4224 pursuant to the Collateral Agent, as the case may bepreceding sentence, and without interest other than any interest received thereon from the relevant Governmental Authority with respect each assignee, undertakes to such refund) as the Lender, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to the Borrower and the Administrative Agent two copies of an IRS the said Form W-9 (1001 or substitute 4224, or successor form)applicable forms, properly completed and duly executedor other manner of certification, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior to as the Closing Date (or on or prior to the date it becomes a party to this Agreement)case may be, (ii) on or before the date that any such form previously delivered expires or becomes obsolete or invalid, (iii) after the occurrence of a change in the U.S. ▇▇▇▇▇▇’s circumstances any event requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and (iv) from time to time thereafter if such extensions or renewals thereof as may reasonably be requested by the Borrower Borrower, certifying in the case of a Form 1001 or the Administrative Agent. (i) If a payment made 4224 that such Lender is entitled to any Lender or any Agent receive payments under this Agreement or and/or any other Loan Document without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including without limitation any change in treaty, law or regulation) has occurred subsequent to the Closing Date and prior to the date on which any such delivery would otherwise be subject required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to U.S. federal it. Each such Lender which is not able to provide the applicable form shall advise the Borrower that it is not capable of receiving payments without any deduction or withholding tax imposed by FATCA of United States federaltwithstanding any other provision of this Section 2.12, no Lender shall be required to deliver any form pursuant to this Section 2.12 that such Lender is not legally able to deliver. (c) The Borrower shall not be required to pay any increased amount on account of Taxes pursuant to this Section 2.12 to any Lender to the extent that such Taxes would not have been payable if such Lender or had furnished a form required by Section 2.12(b), unless such Agent were failure results from any event subsequent to fail to comply with the applicable reporting requirements of FATCA date hereof (including those contained without limitation any change in treaty, law or regulation) specified in the second sentence of Section 1471(b) or 1472(b) of the Code, as applicable2.12(b), such Lender or such Agent shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 2.17(i), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Net Payments. Reduced Return. ---------------------------- (a) Any and all All payments made by or on behalf of the Borrower or with respect to any Guarantor under this Agreement or any other Loan Document Advance shall be made free and clear of, and without deduction or in such amounts as may be necessary in order that all such payments after withholding for or on account ofof any present or future taxes, levies, imports, duties or other similar charges of whatsoever nature imposed by any Taxes; provided that if government or any applicable Withholding Agent shall determine (in such Withholding Agent’s good faith discretion) that it is political subdivision or may be required by applicable Requirements of Law to deduct taxing authority hereof, other than any taxes on or withhold any Taxes from such payments, then (i) the applicable Withholding Agent may make such deductions or withholdings as are determined measured by the applicable Withholding Agent in such Withholding Agent’s good faith discretion to be required by any applicable Requirement net income of Law, (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld Lender pursuant to the relevant Governmental Authority in accordance with applicable Requirements state, federal and local tax laws of Lawthe jurisdiction where the Lender's principal office or offices or lending office or offices are located, and (iii) to the extent withholding compensate Lender for any additional cost or deduction is required to be made on account reduced amount receivable of Indemnified Taxes making or Other Taxesmaintaining advances as a result of such taxes, the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings applicable to additional sums payable under this Section 2.17) the Administrative Agentimports, the Collateral Agent or the applicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made. After any payment of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided in this Section 2.17, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by law to report such payment duties or other evidence of such payment reasonably satisfactory to the Borrower, the Administrative Agent or the applicable Lenders, as the case may becharges. (b) The Borrower If, after the date hereof, the Lender shall timely pay to have determined that the relevant Governmental Authority in accordance with adoption of any applicable Requirements of Lawlaw, rule or regulation regarding capital adequacy, or at any change therein, or any change in the option of interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the Administrative Agent timely reimburse it for interpretation or administration thereof, or compliance by the payment of Lender with any Other Taxes request or directive regarding capital adequacy (whether or not such Other Taxes were correctly or legally imposed or asserted by having the relevant Governmental Authority). (cforce of law) The Borrower shall indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes such authority, central bank or Other Taxes imposed comparable agency, has or would have the effect of reducing the rate or return on the Administrative AgentLender's capital as a consequence of its obligations hereunder to a level below that which the Lender could have achieved but for such adoption, the Collateral Agent change or such Lender, as the case may be compliance (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17), and any reasonable 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 setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. (d) Each Lender shall deliver to the Borrower and the Administrative Agent, at such time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the 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 as required pursuant to Section 2.17(e)(i)(A), (B) or (C)), shall not be required if in taking into consideration 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. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender 's policies with respect to any Loan made to the Borrower shall, to the extent it is legally eligible to do so: (icapital adequacy) deliver to the Borrower and the Administrative Agent, on or prior to the date on which such Lender becomes a Lender under this Agreement, two copies of (A) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any applicable successor form) (together with a certificate substantially in the form of Exhibit D-1, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (a “Non-Bank Tax Certificate”), representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not a CFC related to the Borrower as described in Section 881(c)(3)(C) of the Code) and the interest payments in question are not effectively connected with the conduct by such Lender of a trade or business within the United States), (B) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Non-U.S. Lender and, to the extent applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments an amount deemed by the Borrower under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; provided that such other form and supplementary documentation described in this clause (D) shall not be required if in the Lender’s reasonable judgment such completionmaterial, 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; and (ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a material change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and then from time to time thereafter if reasonably requested time, within thirty (30) days after demand by the Borrower or Lender the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that Company shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided that in the case of a Participant such Participant shall furnish all such required forms and statements pay to the Person from which Lender such additional amount or amounts as will compensate the related participation shall have been purchasedLender for such reduction. In addition, to the extent it is legally eligible to do so, each Agent shall deliver to the Borrower (x)(I) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which determining such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. (f) If any Lenderamount, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), then the Lender, the Administrative Agent or the Collateral Agent, as the case Lender may be, shall reimburse the Borrower or such Guarantor for such amount (net of all use any reasonable out-of-pocket expenses (including Taxes) of such Lender, the Administrative Agent or the Collateral Agent, as the case may be, averaging and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lender, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17attribution methods. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to the Borrower and the Administrative Agent two copies of an IRS Form W-9 (or substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence of a change in the U.S. ▇▇▇▇▇▇’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent. (i) If a payment made to any Lender or any Agent under this Agreement or any other Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or such Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or such Agent shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 2.17(i), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Net Payments. (a) Any and all All payments made by or on behalf of the Borrower Borrowers hereunder and under any Note will be made without setoff, counterclaim or any Guarantor under this Agreement or any other Loan Document shall defense. All such payments will be made free and clear of, and without deduction or withholding for, any Indemnified Taxes with respect to such payments, unless required by applicable law. If any Indemnified Taxes are so levied or imposed, each Borrower or Guarantor, if applicable, agrees to pay the full amount of such Indemnified Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Note will not be less than the amount provided for herein or in such Note after withholding or deduction for or on account ofof such Indemnified Taxes. The Borrowers or Guarantors, any Taxes; provided that if any applicable Withholding Agent shall determine (in such Withholding Agent’s good faith discretion) that it is or may be required by applicable Requirements of Law to deduct or withhold any Taxes from such paymentsapplicable, then (i) the applicable Withholding Agent may make such deductions or withholdings as are determined by the applicable Withholding Agent in such Withholding Agent’s good faith discretion to be required by any applicable Requirement of Law, (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Requirements of Law, and (iii) to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings applicable to additional sums payable under this Section 2.17) the Administrative Agent, the Collateral Agent or the applicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made. After any payment of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided in this Section 2.17, the Borrower shall deliver will furnish to the Administrative Agent or within 45 days after the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by law to report such payment or other evidence of such payment reasonably satisfactory to the Borrower, the Administrative Agent or the applicable Lenders, as the case may be. (b) The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Requirements of Law, or at the option of the Administrative Agent timely reimburse it for date the payment of any Other Taxes (whether is due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower or not such Other Taxes were correctly Guarantor. The Borrowers or legally imposed or asserted by the relevant Governmental Authority). (c) The Borrower shall Guarantors, if applicable, agree to indemnify and hold harmless the Administrative Agent, the Collateral Agent each Lender and each Lender within ten (10) Business Days after Issuing Lender, and to reimburse such Person upon its written demand thereforrequest, for the full amount of any Indemnified Taxes so levied or Other Taxes imposed on the Administrative Agent, the Collateral Agent or and paid by such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17), and any reasonable 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 setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest errorPerson. (d) Each Lender shall deliver to the Borrower and the Administrative Agent, at such time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the 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 as required pursuant to Section 2.17(e)(i)(A), (B) or (C)), 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. (eb) Without limiting the generality of Section 2.17(d5.5(c), each Non-U.S. Lender, each Issuing Lender with respect to any Loan made to the Borrower shall, to the extent it is legally eligible to do so: (i) deliver to the Borrower and the Administrative Agent, on or prior to the date on which such Lender becomes a Lender under this Agreement, two copies of Agent (A1) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any applicable successor form) (together with a certificate substantially in the form of Exhibit D-1, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (a “Non-Bank Tax Certificate”), representing that such Non-U.S. Lender is not a bank for purposes of United States Person (as such term is defined in Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” (within the meaning of Section 881(c)(3)(B7701(a)(30) of the Code) of the Borrower, is not a CFC related to the Borrower as described in Section 881(c)(3)(C) of the Code) and the interest payments in question are not effectively connected with the conduct by such Lender of a trade or business within the United States), (B) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Non-U.S. Lender and, to the extent applicable, claiming complete exemption from, or reduced rate of, for U.S. federal withholding income tax on payments by the Borrower under this Agreementpurposes (each, (Ca “Foreign Lender”) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law agrees to permit the Borrower to determine the withholding or deduction required to be made; provided that such other form and supplementary documentation described in this clause (D) 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; and (ii) deliver to the Borrower Borrowers and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a material change in the most recent form previously delivered by it to the Borrower and case of the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent shall deliver to the Borrower (x)(IBorrowers) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. (f) If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses (including Taxes) of such Lender, the Administrative Agent or the Collateral Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lender, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to the Borrower and the Administrative Agent two copies of an IRS Form W-9 (or substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), one of the following: (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Person’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note or (ii) on if such Person is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or before the date that such form expires Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or becomes obsolete or invalidany successor forms) pursuant to clause (i) above, (iiix) after the occurrence of a change certificate substantially in the form of Exhibit L (any such certificate, a “Non-Bank Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note or (2) that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. ▇▇▇▇▇▇’s circumstances requiring a change federal income tax purposes, agrees to deliver to the Borrowers and the Administrative Agent (or in the most recent form previously delivered by it to the Borrower and case of the Administrative Agent, to the Borrowers) on or prior to the date it becomes a party to this Agreement, two accurate and (iv) complete original signed copies of Internal Revenue Service Form W-9 certifying to such Person’s entitlement to exemption from United States federal backup withholding, unless such Lender demonstrates that it is treated as an exempt recipient under Treasury Regulation Section 1.6049-4(c)(1)(ii). In addition, the Administrative Agent, each Lender and each Issuing Lender agrees that from time to time thereafter after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrowers and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), Form W-8BEN (with respect to the portfolio interest exemption) and a Non-Bank Certificate, or Form W-9, as the case may be (or any successor forms thereof), in order to confirm or establish its continued entitlement to a complete exemption from United States withholding tax or backup withholding with respect to payments under this Agreement and any Note, or it shall immediately notify the Borrowers and the Administrative Agent (if reasonably requested by the Borrower applicable) of its inability to deliver any such form or certificate pursuant to this Section 5.5(b) (provided that delivery of such notification shall in no manner affect whether a Tax is an “Excluded Tax”). (c) If any Lender, any Issuing Lender or the Administrative Agent. (i) If a payment made Agent is entitled to any Lender an exemption from or any Agent reduction in withholding Tax with respect to payments under this Agreement or and any other Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if Note, then such Lender or such Issuing Lender and the Administrative Agent were agree to fail deliver to comply the Company and the Administrative Agent such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. (d) Each Foreign Lender shall, in the case of any payment made after December 31, 2012 under this Agreement, any Note or any Obligation that was not treated as outstanding for purposes of FATCA on March 18, 2012, provide any forms, documentation, or other information as shall be prescribed by applicable law to demonstrate that such relevant Lender has complied with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or such Agent shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for For purposes of this Section 2.17(i5.5(d), the term “FATCA” shall include any amendments made to FATCA after the date of this Agreementthereof or successor provisions thereto.

Net Payments. (ai) Any and all All payments made by or on behalf of the Borrower or any Guarantor under this Agreement or any other Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes; provided that if current or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any applicable Withholding Agent shall determine (in such Withholding Agent’s good faith discretion) that it is or may be required by applicable Requirements of Law to deduct or withhold any Taxes from such paymentsGovernmental Authority, then excluding (i) net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the applicable Withholding Agent may make Lender and (ii) any taxes imposed on the Lender as a result of a current or former connection between the Lender and the jurisdiction of the Governmental Authority imposing such deductions tax or withholdings as are determined by any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the applicable Withholding Agent in Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement) (“Taxes”) except to the extent that such Withholding Agent’s good faith discretion to be deduction or withholding is required by any applicable Requirement law, as modified by the administrative practice of Lawany relevant Governmental Authority then in effect. If any such Taxes are required to be withheld from any amounts payable to the Lender hereunder, the Borrower shall: (iiA) promptly notify the applicable Withholding Agent shall timely Lender of such requirement; (B) promptly pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Requirements of Law, and (iii) to when due the extent withholding or deduction is full amount required to be made on account of Indemnified Taxes deducted or Other Taxes, the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after all required deductions and withholdings have been made withheld (including deductions the full amount of Taxes required to be deducted or withholdings applicable withheld from any additional amount paid by such Borrower to additional sums payable the Lender under this Section 2.173.3(a); (C) as promptly as possible thereafter, forward to the Administrative AgentLender an official receipt (or a certified copy), or other documentation reasonably acceptable to the Lender, evidencing such payment to such Governmental Authority; and (D) pay to the Lender, in addition to the payment to which the Lender is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by the Lender (free and clear of any such Taxes, whether assessed against the Borrower, the Collateral Agent or Lender) will equal the applicable Lender, as full amount the case may be, receives an amount equal to the sum it Lender would have received had no such deductions deduction or withholdings withholding been made. After any payment of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided in this Section 2.17, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by law to report such payment or other evidence of such payment reasonably satisfactory to the Borrower, the Administrative Agent or the applicable Lenders, as the case may berequired. (bii) The If the Borrower shall timely fails to pay to the relevant Governmental Authority in accordance with applicable Requirements of Law, when due any Taxes that it was required to deduct or at the option of the Administrative Agent timely reimburse it for the payment of any Other Taxes (whether or not such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority). (c) The Borrower shall indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent, the Collateral Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable withhold under this Section 2.17), and any reasonable 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 setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender, the Administrative Agent or the Collateral Agent (as applicable3.3(a) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. (d) Each Lender shall deliver to the Borrower and the Administrative Agent, at such time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments payment to be made to such Lender by any Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by benefit of the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the 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 as required pursuant to Section 2.17(e)(i)(A), (B) or (C)), 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. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender with respect to any Loan made to the Borrower shall, to the extent it is legally eligible to do so: (i) deliver to the Borrower and the Administrative Agent, on or prior to the date on which such Lender becomes a Lender under this Agreement, two copies of (A) in Agreement or fails to furnish the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any applicable successor form) (together with a certificate substantially in the form of Exhibit D-1, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (a “Non-Bank Tax Certificate”), representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not a CFC related to the Borrower as described in Section 881(c)(3)(C) of the Code) and the interest payments in question are not effectively connected with the conduct by such Lender of a trade or business within the United States), (B) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Non-U.S. Lender and, documentation referred to the extent applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; provided that such other form and supplementary documentation described in this clause (DSection 3.3(a) shall not be when 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; and (ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a material change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent shall deliver to the Borrower (x)(I) prior to shall forthwith on demand fully indemnify the date on which the first payment Lender for any incremental taxes, interest, costs or penalties that may become payable by the Borrower is due hereunder or Lender as a result of such failure. (IIiii) prior to The Borrower’s obligations under this Section 3.3(a) shall survive the first date on or after termination of this Agreement and the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by of the Loans and all other amounts payable hereunder. (b) If the Borrower is due determines in good faith that a reasonable basis exists for contesting any taxes for which indemnification has been demanded hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on or before the date on which any Lender shall cooperate with the Borrower in challenging such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to taxes at the Borrower, and from time to time ’s expense if reasonably so requested by the Borrower, two further copies of such documentation. (f) . If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received Lender receives a refund of an Indemnified Tax of, or Other credit for, a Tax for which it a payment has been indemnified made by the Borrower pursuant to this Section 2.17 (including Agreement, which refund or credit in the good faith judgment of the Lender is attributable to such payment made by the payment of additional amounts pursuant to this Section 2.17)Borrower, then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, Lender shall reimburse the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses (including Taxes) of such Lender, the Administrative Agent or the Collateral Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lender, Administrative Agent or the Collateral Agent, as the case may be, Lender determines in its sole discretion exercised in good faith to be the proportion of the refund or credit as will leave it, after such reimbursement, in no better or worse net after-Tax position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund payment had not been deductedrequired. The Lender shall claim any refund or credit that it determines is available to it, withheld, unless it concludes in its reasonable discretion that it would be adversely affected by making such a claim. The Lender shall not be obliged to disclose any information regarding its tax affairs or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over computations to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause paragraph (fb) or any other provision of this Section 2.173.3. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to the Borrower and the Administrative Agent two copies of an IRS Form W-9 (or substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence of a change in the U.S. ▇▇▇▇▇▇’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent. (i) If a payment made to any Lender or any Agent under this Agreement or any other Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or such Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or such Agent shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 2.17(i), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Net Payments. (a) Any and all All payments made by or on behalf of the any Borrower to or on behalf of any Guarantor Lender or Agent hereunder or under this Agreement or any other Loan Document will be made without recoupment, setoff, counterclaim, or other defense. To the extent permitted by applicable law, all payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest, and fees) to, or on behalf, of any Person shall be made by or on behalf of Borrowers free and clear of, of and without deduction or withholding for for, or on account of, any Taxes; provided that if Taxes whatever nature now or hereafter imposed by any applicable Withholding Agent shall determine Governmental Authority. (b) If any Borrower makes any payment hereunder or under any Loan Document in such Withholding Agent’s good faith discretion) that respect of which it is or may be required by applicable Requirements of Law law to deduct or withhold any Taxes from subject to Section 4.7(d) below, such payments, then (i) Borrower shall increase the applicable Withholding Agent may make payment hereunder or under any such deductions or withholdings as are determined Loan Document such that the net amount received by the applicable Withholding Lender or Administrative Agent equals the net amount that would have been received had no such deduction or withholding occurred. Notwithstanding the foregoing, no increased payment will be made to the extent that the Taxes giving rise to such increased payment would not have been imposed, deducted or withheld but for the payment in a non-cooperative State or territory (Etat ou territoire non coopératif) within the meaning of Article 238. OA of the French tax code. To the extent any Borrower withholds any Taxes on payments hereunder or under any Loan Document, such Withholding Agent’s good faith discretion to be required by any applicable Requirement of Law, (ii) the applicable Withholding Agent Borrower shall timely pay the full amount to be deducted or withheld to the relevant taxation or other Governmental Authority in accordance with within the time allowed for such payment under applicable Requirements of Law, law and (iii) to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings applicable to additional sums payable under this Section 2.17) the Administrative Agent, the Collateral Agent or the applicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made. After any payment of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided in this Section 2.17, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver within 30 days after it has made such payment to the Borrower, as the case may be, the original or a certified copy of applicable authority a receipt issued by such Governmental Authority authority (or other evidence satisfactory to Administrative Agent) evidencing the payment to such paymentauthority of all amounts so required to be deducted or withheld from such payment or such other evidence of payment that is reasonably satisfactory to Administrative Agent. (i) If any Lender or Administrative Agent on its behalf, a copy of any return is required by law to report make any payment on account of Taxes on or in relation to any amount received or receivable hereunder or under any other Loan Document or from the execution, delivery, registration, recording or enforcement of any Loan Document, or any Tax is assessed against a Lender or Administrative Agent with respect to amounts received or receivable hereunder or under any other Loan Document, or from the execution, delivery, registration, recording or enforcement of any Loan Document the applicable Borrower will promptly indemnify such person against such Tax payment or other evidence cost, loss or liability, together with any interest, penalties and expenses (including counsel fees and expenses associated with such Tax) and any taxes imposed as a result of the receipt of the payment under this Section 4.7(c). A certificate (showing in reasonable detail the basis for such calculation) as to the amount of such payment reasonably satisfactory to the Borrowerby such Lender or Administrative Agent on its behalf, absent manifest error, shall be final, conclusive, and binding upon on all parties; and (ii) Each Lender and each Facing Agent shall indemnify the Administrative Agent or the applicable Lenders, as the case may be. (b) The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Requirements of Law, or at the option of the Administrative Agent timely reimburse it for the payment of any Other Taxes (whether or not such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority). (c) The Borrower shall indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes imposed on the Administrative AgentExcluded Taxes, the Collateral Agent or such Lendertogether with any interest, as the case may be penalties and expenses (including Indemnified Taxes or Other Taxes counsel fees and expenses associated with such Excluded Tax) and any taxes imposed or asserted on or attributable to amounts payable as a result of the receipt of the payment under this Section 2.174.7(c)(ii), and any reasonable expenses arising therefrom attributable to such Lender that are payable or with respect theretopaid by Administrative Agent, whether or not such Indemnified Taxes or Other Excluded Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate setting forth in reasonable detail the basis and calculation of as to the amount of such payment or liability delivered to the Borrower any Lender by a Lender, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. (d) . Each Lender shall deliver and each Facing Agent hereby authorize Administrative Agent to the Borrower set off and the Administrative Agent, apply any and all amounts at any time owing to such time Lender or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Facing Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Credit Party pursuant to any Loan Document or otherwise against any amount due to establish such Lender’s status for withholding tax purposes Administrative Agent under this Section. The agreements in this section shall survive the applicable jurisdictionresignation and/or replacement of Administrative Agent. In addition, any Lender, if requested by the The U.S. Borrower or the shall also indemnify Administrative Agent, shall deliver within ten (10) days after demand therefor, for any amount attributable to Excluded Taxes, together with any interest, penalties and expenses (including counsel fees and expenses associated with such other documentation prescribed by applicable law or reasonably requested by Excluded Tax) and any taxes imposed as a result of the Borrower or receipt of the Administrative Agent as will enable the 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 as required pursuant to Section 2.17(e)(i)(A), (B) or (C)), 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. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender with respect to any Loan made to the Borrower shall, to the extent it is legally eligible to do so: (i) deliver to the Borrower and the Administrative Agent, on or prior to the date on which such Lender becomes a Lender payment under this Agreement, two copies of (A) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any applicable successor form) (together with a certificate substantially in the form of Exhibit D-1, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (a “Non-Bank Tax Certificate”), representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not a CFC related to the Borrower as described in Section 881(c)(3)(C) of the Code) and the interest payments in question are not effectively connected with the conduct by such Lender of a trade or business within the United States), (B) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form4.7(c)(ii), in each case properly completed and duly executed by such Non-U.S. case, arising under FATCA which a Lender and, to the extent applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation Facing Agent for any reason fails to pay indefeasibly to Administrative Agent as may be prescribed required by applicable law to permit the Borrower to determine the withholding or deduction required to be madethis Section 4.7(c)(ii); provided provided, that such other form and supplementary documentation described in this clause (D) shall not be required if in the Lender’s reasonable judgment such completion, execution Lender 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; and (ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a material change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent shall deliver to the Borrower (x)(I) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. (f) If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), then the Lender, the Administrative Agent or the Collateral Facing Agent, as the case may be, shall reimburse indemnify the U.S. Borrower to the extent of any payment the U.S. Borrower makes to Administrative Agent pursuant to this Section 4.7(c)(ii). (d) (i) To the extent permitted by applicable law, each Lender or such Guarantor for such amount Agent that is a Non-U.S. Participant (net other than a Canadian Revolving Lender that has only a Canadian Revolving Commitment) shall deliver to Borrower and Administrative Agent on or prior to the Initial Borrowing Date (or in the case of all reasonable out-of-pocket expenses (including Taxes) a Lender that is an Assignee, on the date of such Lender, the Administrative Agent or the Collateral Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect assignment to such refundLender) as the Lendertwo accurate and complete original signed copies of IRS Form W-8BEN, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheldW-8ECI, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns W-8IMY (or any successor or other information relating applicable form prescribed by the IRS) certifying to its Taxes such Lender’s or Agent’s entitlement to a complete exemption from, or a reduced rate of, United States withholding tax on interest payments to be made under this Agreement or any Note. If a Lender that it deems confidential) is a Non-U.S. Participant is claiming a complete exemption from withholding on interest pursuant to any Credit Party in connection with this clause (fSection 871(h) or Section 881(c) of the Code, the Lender shall deliver (along with two accurate and complete original signed copies of IRS Form W-8BEN) a certificate substantially in the form of Exhibit 4.7(d) (any such certificate, a Section 4.7(d)(i) Certificate”). In addition, each Lender and Agent that is a Non-U.S. Participant (other provision than a Canadian Revolving Lender that has only a Canadian Revolving Commitment) agrees that from time to time after the Initial Borrowing Date, (or in the case of this Section 2.17. (g) [Reserved]. (h) Without limiting a Lender that is an Assignee, after the generality date of Section 2.17(dthe assignment to such Lender), each U.S. when a lapse in time (or change in circumstances occurs) renders the prior certificates hereunder obsolete or inaccurate in any material respect, such Lender shall or Agent shall, to the extent permitted under applicable law, deliver to the Borrower and the Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-9 W-8BEN, W-8ECI, or W-8IMY (or substitute any successor or successor formother applicable forms prescribed by the IRS), properly completed and duly executedif applicable, certifying that a new Section 4.7(d)(i) Certificate, to confirm or establish the entitlement to such U.S. Lender is exempt from or Agent to an exemption from, or reduction in, United States federal backup withholding (i) tax on or prior interest payments to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence of a change in the U.S. ▇▇▇▇▇▇’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent. (i) If a payment be made to any Lender or any Agent under this Agreement or any other Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or such Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or such Agent shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 2.17(i), “FATCA” shall include any amendments made to FATCA after the date of this AgreementNote.

Net Payments. (a) Any and all All payments made by any Credit Party under any Credit Document (including, in the case of Holdings or on behalf of the Borrower U.S. Borrower, in its capacity as a guarantor pursuant to Section 14 or 15, as the case may be) or under any Guarantor under this Agreement Note will be made without setoff, counterclaim or any other Loan Document shall 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, of any Taxes; , will not be less than the amount provided that if 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 Withholding Agent 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 (in such Withholding Agent’s good faith discretion) that it is or may be required by applicable Requirements of Law to deduct or withhold any Taxes from such paymentsare payable by, then (i) the applicable Withholding Agent may make such deductions or withholdings as are determined by the applicable Withholding Agent in such Withholding Agent’s good faith discretion to be required by any applicable Requirement of Law, (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the relevant Governmental Authority preceding sentence and in accordance with applicable Requirements respect of Law, and (iii) any amounts paid to the extent withholding or deduction is required on behalf of such Lender pursuant to be made on account of Indemnified Taxes or Other Taxesthis sentence, the sum payable by the respective Borrower (or such Guarantor shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings applicable to additional sums payable under this Section 2.17Credit Party) the Administrative Agent, the Collateral Agent or the applicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made. After any payment of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided in this Section 2.17, the Borrower shall deliver 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 Administrative Agent 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 deliver agree) to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the Borrower, as the case may be, the original amount of any Taxes so levied or a certified copy of a receipt issued imposed and paid by such Governmental Authority evidencing such payment, a copy of any return required by law to report such payment or other evidence of such payment reasonably satisfactory to the Borrower, the Administrative Agent or the applicable Lenders, as the case may beLender. (b) The Borrower shall timely pay to the relevant Governmental Authority Each Lender that is not a United States person (as such term is defined in accordance with applicable Requirements of Law, or at the option Section 7701(a)(30) of the Administrative Agent timely reimburse it for the payment of any Other Taxes (whether or not such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority). (cCode) The Borrower shall indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent, the Collateral Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable agrees to amounts payable under this Section 2.17), and any reasonable 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 setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. (d) Each Lender shall deliver to the U.S. Borrower and the Administrative Agent, at such time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the 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 as required pursuant to Section 2.17(e)(i)(A), (B) or (C)), 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. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender with respect to any Loan made to the Borrower shall, to the extent it is legally eligible to do so: (i) deliver to the Borrower and the Administrative Agent, on or prior to the date on which such Lender becomes a Lender under this AgreementEffective Date, two copies of (A) or in the case of a Non-U.S. Lender claiming that is an assignee or transferee of an interest under this Agreement pursuant to Section 1.13 or 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender's entitlement as of such date to a complete exemption from U.S. federal United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a "bank" within the meaning of Section 871(h) or 881(c881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to payments of “portfolio interest”a complete exemption under an income tax treaty) pursuant to clause (i) above, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any applicable successor formx) (together with a certificate substantially in the form of Exhibit D-1D (any such certificate, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable a "Section 4.04(b)(ii) Certificate") and (a “Non-Bank Tax Certificate”), representing that such Non-U.S. Lender is not a bank for purposes y) two accurate and complete original signed copies of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” Internal Revenue Service Form W-8BEN (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not a CFC related with respect to the Borrower as described in Section 881(c)(3)(Cportfolio interest exemption) of the Code) and the interest payments in question are not effectively connected with the conduct by such Lender of a trade or business within the United States), (B) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Non-U.S. Lender and, to the extent applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Lender is a partnership and not a participating certifying to such Lender, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf 's entitlement as of such partners) or (D) any other form prescribed by applicable law as date to a basis for claiming complete exemption from or a reduction in U.S. federal United States withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law respect to permit the Borrower to determine the withholding or deduction required payments of interest to be made; provided made under this Agreement and under any Note. In addition, each Lender agrees that such other form and supplementary documentation described from time to time after the Effective Date, when a lapse in this clause (D) shall not be required if time or change in circumstances renders the Lender’s reasonable judgment such completion, execution previous certification obsolete or submission would subject such Lender to inaccurate in any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender; and (ii) respect, it will deliver to the U.S. Borrower and the Administrative Agent two further new accurate and complete original signed copies of any such form or certification Internal Revenue Service Form W-8ECI, Form W-8BEN (or any applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, after with respect to the occurrence benefits of any event requiring a material change in the most recent form previously delivered by it income tax treaty), or Form W-8BEN (with respect to the Borrower portfolio interest exemption) and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent shall deliver to the Borrower (x)(I4.04(b)(ii) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. (f) If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses (including Taxes) of such Lender, the Administrative Agent or the Collateral AgentCertificate, as the case may be, and without interest such other than any interest received thereon forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from the relevant Governmental Authority or reduction in United States withholding tax with respect to such refund) as the Lender, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses or payments under this Agreement and any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheldNote, or otherwise imposed and it shall immediately notify the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to the Borrower and the Administrative Agent two copies of an IRS its inability to deliver any such Form W-9 (or substitute Certificate, in which case such Lender shall not be required to deliver any such Form or successor formCertificate pursuant to this Section 4.04(b), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior . Notwithstanding anything to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence of a change in the U.S. ▇▇▇▇▇▇’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent. (i) If a payment made to any Lender or any Agent under this Agreement or any other Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or such Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contrary contained in Section 1471(b) or 1472(b) of the Code, as applicable4.04(a), such Lender or such Agent but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the U.S. Borrower shall deliver be entitled, to the Borrower and the Administrative Agent at the time extent it is required to do so by law, to deduct or times prescribed by law and at such time withhold income or times reasonably requested similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable by the U.S. Borrower or hereunder for the Administrative Agent account of any Lender which is not a United States person (as such documentation prescribed by applicable law (including as prescribed by term is defined in Section 1471(b)(3)(C)(i7701(a)(30) of the Code) and such additional documentation reasonably requested by for U.S. Federal income tax purposes to the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether extent that such Lender has not provided to the U.S. Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the U.S. Borrower shall not be obligated pursuant to Section (a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not complied with provided to the U.S. Borrower the Internal Revenue Service Forms required to be provided to the U.S. Borrower pursuant to this Section 4.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such ▇▇▇▇▇▇’s obligations under FATCA forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 4.04 and except as set forth in Section 13.04(b), the Borrower agrees to determine pay additional amounts and to indemnify each Lender in the amountmanner set forth in Section 4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence (x) as a result of any changes after the Effective Date (or, if anylater, to deduct and withhold from such payment. Solely for purposes of this Section 2.17(i), “FATCA” shall include any amendments made to FATCA after the date of such Lender became party to this Agreement) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar taxes or (y) as a result of the purchase of a participation as required by Section 1.14 following the occurrence of a Sharing Event.

Net Payments. (a) Any and Except as required by law, all payments made by or on behalf account of the Borrower or any Guarantor obligation of a Credit Party under this Agreement or any other Loan Credit Document shall be made free and clear of, and without deduction or withholding for or on account of, any current or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (including any interest, additions to tax and penalties applicable thereto) (collectively, “Taxes; provided ”). If any Taxes that if any applicable are not Excluded Taxes (“Non-Excluded Taxes”) are required to be withheld by a Withholding Agent shall determine (in such Withholding Agent’s good faith discretion) that it is from any amounts payable under this Agreement or may be required by applicable Requirements of Law any other Credit Document to deduct an Agent or withhold any Taxes from such paymentsLender, then (i) the applicable Withholding Credit Party shall increase the amounts payable to such Agent may make such deductions or withholdings as are determined by the applicable Withholding Agent in such Withholding Agent’s good faith discretion to be required by any applicable Requirement of Law, (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Requirements of Law, and (iii) Lender to the extent necessary to yield to such Agent or Lender (after withholding or deduction is required to be made on account of Indemnified all Non-Excluded Taxes or Other Taxes, the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings those applicable to additional sums any amounts payable under this Section 2.175.4) interest or any such other amounts payable hereunder or thereunder at the rates or in the amounts specified hereunder or thereunder. Whenever any withholding Taxes are payable by any Credit Party in respect of amounts payable under any Credit Document to the Administrative AgentAgent or any Lender, promptly thereafter, the Collateral applicable Credit Party shall send to the Administrative Agent for its own account or for the applicable account of such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made. After any payment of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided in this Section 2.17, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such paymentan original official receipt, a copy of any the return required by law to report reporting such payment or other evidence of such payment reasonably satisfactory to the BorrowerAdministrative Agent. The agreements in this Section 5.4 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) In addition, each Credit Party shall pay any present or future stamp, documentary, filing, mortgage, recording or similar property or intangible taxes, charges or levies that arise from any payment made by such Credit Party hereunder or under any other Credit Documents or from the execution, delivery or registration or recordation of, from the receipt or perfection of a security interest or performance under, or otherwise with respect to, this Agreement or the other Credit Documents, except any Taxes imposed with respect to an assignment (other than an assignment requested by a Credit Party pursuant to Section 13.7(a)) as a result of a present or former connection between the assignor or assignee and the jurisdiction imposing such Tax (other than a connection arising solely from the assignor or assignee having executed, delivered, become a party to, performed its obligations under, received or perfected a security interest under, engaged in any transaction pursuant to, or enforced this Agreement) (hereinafter referred to as “Other Taxes”). (i) The Credit Parties shall jointly and severally indemnify each Lender and each Agent for and hold them harmless against the full amount of Non-Excluded Taxes and Other Taxes payable or paid by such Lender or Agent (as the case may be) or required to be withheld or deducted from a payment to such Lender or Agent (as the case may be) imposed or asserted (whether or not correctly or legally asserted) by any jurisdiction on any additional amounts or indemnities payable under this Section 5.4 and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto; provided that if any claim pursuant to this Section 5.4(c)(i) is made later than 180 days after the date on which the relevant Lender or Agent had actual knowledge of the relevant Non-Excluded Taxes or Other Taxes, then the Credit Parties shall not be required to indemnify the applicable Lender or Agent for any penalties that accrue in respect of such Non-Excluded Taxes or Other Taxes after the 180th day. This indemnification shall be made within 30 days from the date such Lender or such Agent (as the case may be) makes written demand therefor. (ii) Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Non-Excluded Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of Credit Parties to do so), (y) the Administrative Agent and the Credit Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.6(d)(ii) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender that are payable or paid by the Administrative Agent or the applicable Lenders, as the case may be. (b) The Borrower shall timely pay to the relevant Governmental Authority Credit Parties in accordance connection with applicable Requirements of Law, or at the option of the Administrative Agent timely reimburse it for the payment of any Other Taxes (whether or not such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority). (c) The Borrower shall indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent, the Collateral Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17)Credit Document, and any reasonable 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 setting forth in reasonable detail the basis and calculation of as to the amount of such payment or liability delivered to the Borrower any Lender by a Lender, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Credit Document against any amount due to the Administrative Agent under this clause (ii). (d) Each Lender shall deliver to the Borrower and the Administrative Agentshall, at such time or times as are reasonably requested by the Borrower or the Administrative Agent, such properly completed provide the Borrower and executed the Administrative Agent with any documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law Applicable Law or reasonably requested by the Borrower or the Administrative Agent (A) as will permit payments to be made pursuant to this Agreement or any other Credit Document to be made without, or at a reduced rate of, withholding or (B) as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation obsolete, expired or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. Notwithstanding anything herein to the contrary in the preceding two sentencescontrary, the completion, execution and submission of such documentation (other than as required pursuant to Section 2.17(e)(i)(Asuch documentation set forth in Sections 5.4(d)(i) (other than clause (E) thereof), (B) or (C)), 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. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender with respect to any Loan made to the Borrower shall, to the extent it is legally eligible to do so: (i) deliver to the Borrower and the Administrative Agent, on or prior to the date on which such Lender becomes a Lender under this Agreement, two copies of (A) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any applicable successor form) (together with a certificate substantially in the form of Exhibit D-1, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (a “Non-Bank Tax Certificate”), representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not a CFC related to the Borrower as described in Section 881(c)(3)(C) of the Code5.4(e) and the interest payments in question are not effectively connected with the conduct by such Lender of a trade or business within the United States), (B5.4(g) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Non-U.S. Lender and, to the extent applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; provided that such other form and supplementary documentation described in this clause (Dbelow) 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. Without limiting the foregoing, to the extent permitted by law, each Lender that is not a United States person within the meaning of Section 7701(a)(30) of the Code (a “Non-U.S. Lender”) shall: (i) deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent) two properly executed copies of whichever of the following is applicable: (A) in the case of a Non-U.S. Lender claiming the benefits of an income tax treaty to which the United States is a party, (x) with respect to payments of interest under any Credit Document, United States Internal Revenue Service Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Credit Document, United States Internal Revenue Service Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such treaty; (B) United States Internal Revenue Service Form W-8ECI; (C) in the case of Non-U.S. Lender claiming exemption from U.S. federal withholding Tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” United States Internal Revenue Service Form W-8BEN or W-8BEN-E (together with a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a 10 percent shareholder of the Borrower (or, if the Borrower is an entity disregarded as an entity separate from its sole owner, such sole owner) within the meaning of Section 871(h)(3)(B) of the Code and is not a controlled foreign corporation related to the Borrower (or, if the Borrower is an entity disregarded as an entity separate from its sole owner, such sole owner) within the meaning of Section 881(c)(3)(C) of the Code, substantially in the form of Exhibit L-1 (a “United States Tax Compliance Certificate”)); (D) to the extent a Non-U.S. Lender is not the Beneficial Owner (for example, where the Non-U.S. Lender is a partnership or a participating Lender), United States Internal Revenue Service Form W-8IMY (or any successor forms) of the Non-U.S. Lender, accompanied by a Form W-8ECI, W-8BEN or W-8BEN-E, a United States Tax Compliance Certificate substantially in the form of Exhibit L-2 or Exhibit ▇-▇, ▇▇▇▇ ▇-▇, Form W-8IMY or any other required information from each Beneficial Owner, as applicable (provided that, if the applicable Non-U.S. Lender is a partnership and one or more direct or indirect Beneficial Owners of such Non-U.S. Lender are claiming the portfolio interest exemption, a United States Tax Compliance Certificate substantially in the form of Exhibit L-4 may be provided by such Non-U.S. Lender on behalf of each such Beneficial Owner), or (E) any other form prescribed by applicable U.S. federal income Tax laws (including the United States Treasury Regulations) as a basis for claiming a complete exemption from, or a reduction in, U.S. federal withholding Tax on any payments to such Lender under the Credit Documents, in each case properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or reduced rate of, U.S. federal withholding Tax on payments by the Borrower under this Agreement; and (ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) promptly after on or before the date that any such form or certification expires or becomes obsolete or invalid, after the occurrence of inaccurate in any event requiring a material change in the most recent form previously delivered by it to the Borrower respect and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent shall deliver to the Borrower (x)(I) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation form or certification previously delivered by it to the Borrower, ; unless in any such case such Lender is not legally entitled to duly complete and from time to time if reasonably requested by the Borrower, two further copies of deliver any such documentation. (f) If any Lender, the Administrative Agent form or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses (including Taxes) of such Lender, the Administrative Agent or the Collateral Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority certification with respect to it. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such refund) as the Lender, Administrative Agent form or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses certification or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to promptly notify the Borrower and the Administrative Agent two copies in writing of an IRS Form W-9 (or substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior its legal inability to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence of a change in the U.S. ▇▇▇▇▇▇’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agentdo so. (ie) If a payment made to any a Lender or any Agent under this Agreement or any other Loan Credit Document would be subject to U.S. federal withholding tax Tax imposed by FATCA if such Lender or such Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or such Agent shall deliver to the Borrower and the Administrative Agent Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent Withholding Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Withholding Agent as may be necessary for the Borrower and the Administrative Withholding Agent to comply with their its obligations under FATCA, to determine whether that such Lender has or has not complied with such ▇▇▇▇▇▇Lender’s obligations under FATCA or to determine the amount, if any, amount to deduct and withhold from such payment. Solely for purposes of this Section 2.17(i5.4(e), “FATCA” shall include any amendments made to FATCA after the date of this AgreementClosing Date.

Net Payments. (a) Any and All payments by Borrower hereunder to or for the benefit of any Lender or the Agent shall be made without setoff, counterclaim or other defense. Except as provided in Subsection 3.9.2 (b) below, all such payments made by or on behalf of the Borrower or any Guarantor under this Agreement or any other Loan Document shall will be made free and clear of, and without deduction or withholding for or on account offor, any Taxes; provided that if present or future taxes, levies, imposts, duties, fees, assessments, or other charges of whatever nature now or hereafter imposed by any applicable Withholding Agent shall determine jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed on or measured by the net income or profits of the Lender or the Agent, as the case may be, pursuant to the laws of the jurisdiction in such Withholding Agent’s good faith discretion) that which it is organized) together with all interest, penalties or may similar liabilities with respect thereto (collectively, "Covered Taxes"). If Borrower shall be required by applicable Requirements of Law law to deduct or withhold any Covered Taxes from such payments, then (i) any sum payable hereunder to any Lender or the applicable Withholding Agent may make such deductions or withholdings as are determined by the applicable Withholding Agent in such Withholding Agent’s good faith discretion to be required by any applicable Requirement of Law, (iiA) the applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Requirements of Law, and (iii) to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower or such Guarantor shall be increased as may be necessary so that after making all required deductions and withholdings have been made of Covered Taxes (including deductions or withholdings of Covered Taxes applicable to additional sums payable under this Section 2.17) the Administrative Agent, the Collateral Agent such Lender or the applicable LenderAgent, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (B) Borrower shall make such deductions and (C) Borrower shall pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable law. After any Borrower shall furnish to the Agent within 45 days after the date the payment of any Covered Taxes is due certified copies of tax receipts evidencing such payment by any Credit Party or Borrower. Borrower agrees to indemnify and hold harmless the Administrative Lenders and the Agent to a Governmental Authority as provided in this Section 2.17, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrowerand reimburse each of them, as the case may be, for the original amount of any Covered Taxes so levied or a certified copy imposed and paid by them. (b) Each Lender which is organized under the laws of a receipt issued by such Governmental Authority evidencing such paymentjurisdiction other than the United States or any State thereof (a "Foreign Lender") shall deliver to Agent and Borrower (i) two valid, a copy duly completed copies of any return required by law to report such payment IRS Form W-8ECI and W-8BEN or other evidence of such payment reasonably satisfactory to the Borrower, the Administrative Agent or the successor applicable Lendersform, as the case may be. (b) The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Requirements of Law, or at the option of the Administrative Agent timely reimburse it for the payment of any Other Taxes (whether or not such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority). (c) The Borrower shall indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent, the Collateral Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17), and any reasonable expenses arising therefrom other required form, certifying in each case that such Foreign Lender is entitled to receive payments under this Agreement and the Revolving Loan Notes payable to it without deduction or withholding of any United States federal income taxes or with respect theretosuch withholding imposed at a reduced rate (the "Reduced Rate"), whether or not such Indemnified Taxes (ii) a valid, duly completed IRS Form W-8 or Other Taxes were correctly W-9 or legally imposed or asserted by the relevant Governmental Authority. A certificate setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. (d) Each Lender shall deliver to the Borrower and the Administrative Agent, at such time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by successor applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agentform, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of establish an exemption from United States backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to tax. Each such Lender by any Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the 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 as required pursuant to Section 2.17(e)(i)(A), (B) or (C)), 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. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender with respect to any Loan made to the Borrower shall, to the extent it is legally eligible to do so: (i) also deliver to the Agent and Borrower and the Administrative Agent, on or prior to the date on which such Lender becomes a Lender under this Agreement, two copies of (A) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any applicable successor form) (together with a certificate substantially in the form of Exhibit D-1, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (a “Non-Bank Tax Certificate”), representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not a CFC related to the Borrower as described in Section 881(c)(3)(C) of the Code) and the interest payments in question are not effectively connected with the conduct by such Lender of a trade or business within the United States), (B) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Non-U.S. Lender and, to the extent applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; provided that such other form and supplementary documentation described in this clause (D) 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; and (ii) deliver to the Borrower and the Administrative Agent two further copies of said Form W-8ECI or W-8BEN and W-8 or W-9, or successor applicable forms, or other manner of required certification, as the case may be, on or before the date that any such form or certification (or any applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a material change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness of the related transfer, be otherwise is required to provide all the forms and statements required pursuant be resubmitted as a condition to this Section 2.17(e); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent shall deliver to the Borrower (x)(I) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its obtaining an exemption from U.S. Federal backup a required withholding of United States federal income tax or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on having such withholding imposed at the Reduced Rate or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. (f) If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses (including Taxes) of such Lender, the Administrative Agent or the Collateral Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lender, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to the Borrower and the Administrative Agent two copies of an IRS Form W-9 (or substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence of a change in the U.S. ▇▇▇▇▇▇’s circumstances requiring a change in the most recent form previously delivered by it to Borrower and Agent, and such extensions or renewals thereof as may reasonably be requested by Borrower and Agent, certifying (i) in the case of a Form W-8ECI or W-8BEN that such Lender is entitled to receive payments under this Agreement and the Revolving Loan Notes payable to it without deduction or withholding of any United States federal income taxes, unless in any such case any change in a tax treaty to which the United States is a party, or any change in law or regulation of the United States or official interpretation thereof has occurred after the Closing Date and prior to the date on which any such delivery would otherwise be required that renders all such forms inapplicable or that would prevent such Foreign Lender from duly completing and delivering any such form with respect to it, and such Foreign Lender advises the Borrower and the Administrative Agent, and (iv) from time to time thereafter if reasonably requested by the Borrower Agent that it is not capable of receiving payments without any deduction or the Administrative Agent. (i) If a payment made to any Lender or any Agent under this Agreement or any other Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or such Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or such Agent shall deliver to the Borrower and the Administrative Agent at the time Reduced Rate, or times prescribed by law and at such time (ii) in the case of a Form W-8 or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCAW-9, to determine whether such Lender has or has not complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount, if any, to deduct and withhold establishing an exemption from such payment. Solely for purposes of this Section 2.17(i), “FATCA” shall include any amendments made to FATCA after the date of this AgreementUnited States backup withholding tax.

Net Payments. (a) Any and Except as required by law, all payments made by or on behalf account of the Borrower or any Guarantor obligation of a Credit Party under this Agreement or any other Loan Credit Document shall be made free and clear of, and without deduction or withholding for or on account of, any current or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (including any interest, additions to tax and penalties applicable thereto) (collectively, “Taxes; provided ”). If any Taxes that if any applicable are not Excluded Taxes (“Non-Excluded Taxes”) are required to be withheld by a Withholding Agent shall determine (in such Withholding Agent’s good faith discretion) that it is from any amounts payable under this Agreement or may be required by applicable Requirements of Law any other Credit Document to deduct an Agent or withhold any Taxes from such paymentsLender, then (i) the applicable Withholding Credit Party shall increase the amounts payable to such Agent may make such deductions or withholdings as are determined by the applicable Withholding Agent in such Withholding Agent’s good faith discretion to be required by any applicable Requirement of Law, (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Requirements of Law, and (iii) Lender to the extent necessary to yield to such Agent or Lender (after withholding or deduction is required to be made on account of Indemnified all Non-Excluded Taxes or Other Taxes, the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings those applicable to additional sums any amounts payable under this Section 2.175.4) interest or any such other amounts payable hereunder or thereunder at the rates or in the amounts specified hereunder or thereunder. Whenever any withholding Taxes are payable by any Credit Party in respect of amounts payable under any Credit Document to the Administrative AgentAgent or any Lender, promptly thereafter, the Collateral applicable Credit Party shall send to the Administrative Agent for its own account or for the applicable account of such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made. After any payment of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided in this Section 2.17, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such paymentan original official receipt, a copy of any the return required by law to report reporting such payment or other evidence of such payment reasonably satisfactory to the BorrowerAdministrative Agent. The agreements in this Section 5.4 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) In addition, each Credit Party shall pay any present or future stamp, documentary, filing, mortgage, recording or similar property or intangible taxes, charges or levies that arise from any payment made by such Credit Party hereunder or under any other Credit Documents or from the Administrative Agent execution, delivery or registration or recordation of, from the receipt or perfection of a security interest or performance under, or otherwise with respect to, this Agreement or the applicable Lendersother Credit Documents, except any Taxes imposed with respect to an assignment (other than an assignment requested by a Credit Party pursuant to Section 13.7(a)) as a result of a present or former connection between the assignor or assignee and the jurisdiction imposing such Tax (other than a connection arising solely from the assignor or assignee having executed, delivered, become a party to, performed its obligations under, received or perfected a security interest under, engaged in any transaction pursuant to, or enforced this Agreement) (hereinafter referred to as “Other Taxes”). (i) The Credit Parties shall jointly and severally indemnify each Lender and each Agent for and hold them harmless against the full amount of Non-Excluded Taxes and Other Taxes payable or paid by such Lender or Agent (as the case may be. ) or required to be withheld or deducted from a payment to such Lender or Agent (bas the case may be) The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Requirements of Law, imposed or at the option of the Administrative Agent timely reimburse it for the payment of any Other Taxes asserted (whether or not such Other Taxes were correctly or legally imposed asserted) by any jurisdiction on any additional amounts or asserted by the relevant Governmental Authority). (c) The Borrower shall indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent, the Collateral Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts indemnities payable under this Section 2.17), 5.4 and any reasonable expenses liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto; provided that if any claim pursuant to this Section 5.4(c)(i) is made later than 180 days after the date on which the relevant Lender or Agent had actual knowledge of the relevant Non-Excluded Taxes or Other Taxes, whether then the Credit Parties shall not be required to indemnify the applicable Lender or not Agent for any penalties that accrue in respect of such Indemnified Non-Excluded Taxes or Other Taxes were correctly after the 180th day. This indemnification shall be made within 30 days from the date such Lender or legally imposed or asserted by the relevant Governmental Authority. A certificate setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. (d) Each Lender shall deliver to the Borrower and the Administrative Agent, at such time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the 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 as required pursuant to Section 2.17(e)(i)(A), (B) or (C)), 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 Lendermakes written demand therefor. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender with respect to any Loan made to the Borrower shall, to the extent it is legally eligible to do so: (i) deliver to the Borrower and the Administrative Agent, on or prior to the date on which such Lender becomes a Lender under this Agreement, two copies of (A) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any applicable successor form) (together with a certificate substantially in the form of Exhibit D-1, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (a “Non-Bank Tax Certificate”), representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not a CFC related to the Borrower as described in Section 881(c)(3)(C) of the Code) and the interest payments in question are not effectively connected with the conduct by such Lender of a trade or business within the United States), (B) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Non-U.S. Lender and, to the extent applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; provided that such other form and supplementary documentation described in this clause (D) 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; and (ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a material change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent shall deliver to the Borrower (x)(I) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. (f) If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses (including Taxes) of such Lender, the Administrative Agent or the Collateral Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lender, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to the Borrower and the Administrative Agent two copies of an IRS Form W-9 (or substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence of a change in the U.S. ▇▇▇▇▇▇’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent. (i) If a payment made to any Lender or any Agent under this Agreement or any other Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or such Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or such Agent shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 2.17(i), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Net Payments. (a) Any and all All payments made by or on behalf of the Borrower hereunder shall be made without setoff, counterclaim or any Guarantor other defense. All payments made by the Borrower under this Agreement or and any other Loan Document Note shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes; provided that if present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any applicable Withholding Governmental Authority, excluding net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent shall determine or any Lender as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (in other than any such Withholding Agent’s good faith discretion) that it is connection arising solely from the Lenders having executed, delivered or may be required by applicable Requirements of Law to deduct performed its obligations or withhold received a payment under, or enforced, this Agreement or any Taxes from Note). If any such paymentsnon-excluded taxes, then (i) the applicable Withholding Agent may make such levies, imposts, duties, charges, fees, deductions or withholdings as ("Non-Excluded Taxes") are determined by the applicable Withholding Agent in such Withholding Agent’s good faith discretion required to be required by withheld from any applicable Requirement of Lawamounts payable to Administrative Agent or any Lender hereunder or under any Note, (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld amounts so payable to the relevant Governmental Authority in accordance with applicable Requirements of Law, and (iii) Administrative Agent or such Lender shall be increased to the extent withholding necessary to yield to the Administrative Agent or deduction is required to be made on account such Lender (after payment of Indemnified all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Non-Excluded Taxes or Other Taxes, the sum are payable by the Borrower, as promptly as possible thereafter the Borrower or such Guarantor shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings applicable send to additional sums payable under this Section 2.17) the Administrative Agent, Agent for its own account or for the Collateral Agent or the applicable account of such Lender, as the case may be, receives a certified copy of an amount equal original official receipt received by the Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded Taxes when due to the sum it would have received had no such deductions appropriate taxing authority or withholdings been made. After any payment of Taxes by any Credit Party or the Administrative Agent fails to a Governmental Authority as provided in this Section 2.17, the Borrower shall deliver remit to the Administrative Agent the required receipts or other required documentary evidence, then the Borrower shall indemnify the Administrative Agent shall deliver to and the BorrowerLenders for any incremental taxes, as the case interest or penalties that may be, the original or a certified copy of a receipt issued become payable by such Governmental Authority evidencing such payment, a copy of any return required by law to report such payment or other evidence of such payment reasonably satisfactory to the Borrower, the Administrative Agent or any Lender as a result of any such failure. The agreements in this subsection 3.7 shall survive the applicable Lenders, as termination of this Agreement and the case may bepayment of the Loans and all other amounts payable hereunder. (b) The Borrower shall timely pay to Each Lender that is not incorporated under the relevant Governmental Authority in accordance with applicable Requirements of Law, or at the option laws of the Administrative Agent timely reimburse it for the payment United States of any Other Taxes (whether America or not such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority). (c) The Borrower shall indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent, the Collateral Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17), and any reasonable 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 setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. (d) Each Lender shall deliver to the Borrower and the Administrative Agent, at such time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the 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 as required pursuant to Section 2.17(e)(i)(A), (B) or (C)), 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. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender with respect to any Loan made to the Borrower state thereof shall, to the extent it is legally eligible to do so: (i) deliver to the Borrower and the Administrative Agent, on or prior to the date on which such Lender becomes a Lender under this Agreement, two copies of Agent (A) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) two duly completed copies of the Code with respect to payments of “portfolio interest”, IRS United States Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-EW-8ECI, or successor applicable form, as applicable (the case may be, or any applicable successor form) (together with a certificate substantially in the form of Exhibit D-1, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (a “Non-Bank Tax Certificate”), representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not a CFC related to the Borrower as described in Section 881(c)(3)(C) of the Code) and the interest payments in question are not effectively connected with the conduct by such Lender of a trade or business within the United States), (B) IRS an Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-EW-9, or successor applicable form, as applicable, or Form W-8ECI (or any applicable successor form), in each the case properly completed and duly executed by such Non-U.S. Lender and, to the extent applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; provided that such other form and supplementary documentation described in this clause (D) 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; andbe; (ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (on or before the date that any applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, and after the occurrence of any event requiring a material change in the most recent form previously delivered by it to the Borrower Borrower; and (iii) obtain such extensions of time for filing and the Administrative Agent, and from time to time thereafter if complete such forms or certifications as may reasonably be requested by the Borrower or the Administrative Agent Agent; unless in any such case an event (including, without limitation, any change in treaty, law or promptly notify regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender form duly completing and delivering any such form with respect to it and such Lender so advises the Borrower and the Administrative Agent Agent. Such Lender shall certify (i) in writing the case of such Non-U.S. ▇▇▇▇▇▇’s inability a Form W-8BEN or W-8ECI, that it is entitled to do soreceive payments under this Agreement without deduction or withholding of any United States federal income taxes and (ii) in the case of Form W-8BEN or W-9, that it is entitled to an exemption from United States backup withholding tax. Each Person that shall become a Lender or a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 subsection 11.8 shall, upon the effectiveness of the related transfer, be required to provide all of the forms and statements required pursuant to this Section 2.17(e); subsection 3.7, provided that that, in the case of a Participant Participant, such Participant shall furnish all such required forms and statements to the Person Lender from which the related participation shall have been purchased. In addition. (c) If any Lender shall receive a credit or refund from a taxing authority with respect to, and actually resulting from, an amount of Non-Excluded Taxes actually paid to the extent it is legally eligible to do so, each Agent shall deliver to or on behalf of such Lender by the Borrower (x)(I) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. (f) If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified "Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses (including Taxes) of such Lender, the Administrative Agent or the Collateral Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lender, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to the Borrower and the Administrative Agent two copies of an IRS Form W-9 (or substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence of a change in the U.S. ▇▇▇▇▇▇’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent. (i) If a payment made to any Lender or any Agent under this Agreement or any other Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or such Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicableCredit"), such Lender or such Agent shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 2.17(i), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.promptly notify the

Net Payments. (a) Any and all All payments made by the Company hereunder or on behalf of the Borrower or any Guarantor under this Agreement or any other Loan Document to or for the benefit of any Bank, any Issuing Bank, the Collateral Agent or the Administrative Agent shall be made without set-off, counterclaim or other defense and shall be made free and clear of, and without deduction or withholding for or on account offor, any Taxes; provided that if . In addition, the Company shall pay all Other Taxes. (b) The Company agrees to indemnify and hold harmless each Bank, the Issuing Bank, the Collateral Agent and the Administrative Agent for the full amount of Taxes or Other Taxes (including any applicable Withholding additional Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 4.09(b)) paid by any Bank, any Issuing Bank, the Collateral Agent or the Administrative Agent in respect of any sum payable hereunder or under any other Loan Document (including penalties, interest, additions to tax and any reasonable expenses). (c) Payment under this indemnification shall determine be made within 30 days after the date any Bank, any Issuing Bank, the Collateral Agent or the Administrative Agent makes written demand therefor. (in such Withholding Agent’s good faith discretiond) that it is or may If the Company shall be required by applicable Requirements of Law law to deduct or withhold any Taxes or Other Taxes from such paymentsor in respect of any sum payable hereunder (or under any other Loan Document) to any Bank, then any Issuing Bank, the Collateral Agent or the Administrative Agent, then: (i) the applicable Withholding Agent may make such deductions or withholdings as are determined by the applicable Withholding Agent in such Withholding Agent’s good faith discretion to be required by any applicable Requirement of Law, (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Requirements of Law, and (iii) to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after making all such required deductions and withholdings have been made of Taxes or Other Taxes (including deductions or and withholdings applicable to additional sums payable under this Section 2.17) the Administrative Agent4.09), such Bank, such Issuing Bank, the Collateral Agent or the applicable Lender, as the case may be, Administrative Agent receives an amount equal to the sum it would have received had no such deductions or withholdings been made. After ; (ii) the Company shall make such deductions and withholdings; and (iii) the Company shall pay the full amount deducted or withheld to the relevant taxing authority or other authority in accordance with applicable law. (e) Within 30 days after the date of any payment by the Company of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided in this Section 2.17Other Taxes, the Borrower Company shall deliver furnish to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such paymentpayment thereof, a copy of any return required by law to report such payment or other evidence of such payment reasonably satisfactory to the Borrower, the Administrative Agent or if available from the applicable Lenders, as the case may beappropriate taxing authority. (f) If the Company would be required to pay additional amounts to any Bank pursuant to paragraph (b) The Borrower or (c) of this Section 4.09, then such Bank shall timely pay use reasonable efforts (consistent with legal and regulatory restrictions) to change the relevant Governmental Authority in accordance with applicable Requirements jurisdiction of Law, or at its lending office so as to eliminate the option obligation of the Administrative Agent timely reimburse it for Company to pay any such additional amounts which may thereafter accrue or to indemnify such Bank in the payment future, if such change in the reasonable judgment of any Other Taxes (whether or such Bank is not otherwise materially disadvantageous to such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority)Bank. (ci) The Borrower shall indemnify and hold harmless Any Bank not organized under the Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent, the Collateral Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17), and any reasonable 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 setting forth in reasonable detail the basis and calculation laws of the amount of such payment or liability delivered United States shall furnish to the Borrower by a Lender, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. (d) Each Lender shall deliver to the Borrower and the Administrative Agent, at such time or times reasonably requested by the Borrower Company or the Administrative Agent, such properly completed two copies of IRS Form W- 8BEN or W-8ECI, or successor applicable form (which shall be accurate and executed documentation prescribed by applicable law complete) as may be required to establish, as of the date of this Agreement, an exemption from U.S. withholding taxes or backup withholding taxes in respect of payments made under any Loan Document. In the event that a Bank assigns all or a portion of its rights and such other reasonably requested information as will permit obligations under this Agreement, pursuant to Section 11.07, each assignee shall furnish to the Borrower Company or the Administrative AgentAgent two copies of IRS Form W-8BEN or W-8ECI, or successor applicable form (which shall be accurate and complete) as may be required to establish, as of the date of the assignment, a full exemption from U.S. withholding taxes or back-up withholding taxes in respect of payments made under this Agreement. The Company and the Administrative Agent shall be entitled to rely upon the accuracy of any such forms, documents or other information furnished to it by any Person and shall have no obligation to make any additional payment or indemnify any Person for any taxes, interest or penalties that would not have become payable by such Person had such documentation been accurate. (ii) Each Bank that is not organized under the laws of the United States (including any assignee pursuant to Section 11.07 that is not organized under the laws of the United States) shall also deliver to the Company or the Administrative Agent two further copies of said Form W-8BEN or W-8ECI, or successor applicable forms, as the case may be, when requested to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested do so by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower Company or the Administrative Agent as will enable the 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 as required pursuant to Section 2.17(e)(i)(A), (B) or (C)), 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. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender with respect to any Loan made to the Borrower shall, to the extent it is legally eligible to do so: (i) deliver to the Borrower and the Administrative Agent, on or prior to the date on which such Lender becomes a Lender under this Agreement, two copies of (A) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any applicable successor form) (together with a certificate substantially in the form of Exhibit D-1, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (a “Non-Bank Tax Certificate”), representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not a CFC related to the Borrower as described in Section 881(c)(3)(C) of the Code) and the interest payments in question are not effectively connected with the conduct by such Lender of a trade or business within the United States), (B) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Non-U.S. Lender and, to the extent applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; provided that such other form and supplementary documentation described in this clause (D) 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; and (ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a material change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent shall deliver to the Borrower (x)(I) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. (f) If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses (including Taxes) of such Lender, the Administrative Agent or the Collateral Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lender, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to the Borrower and the Administrative Agent two copies of an IRS Form W-9 (or substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that any such form expires or becomes obsolete or invalid, (iii) otherwise is required to be resubmitted as a condition to obtaining an exemption from a required withholding of U.S. federal income tax or after the occurrence of a change in the U.S. ▇▇▇▇▇▇’s circumstances any event requiring a change in the most recent form previously delivered by it to the Borrower Administrative Agent or the Company, and such extensions or renewals thereof as may reasonably be requested by the Company or the Administrative Agent, certifying that such Bank is entitled to receive payments hereunder or under any other Loan Documents without deduction or withholding of any U.S. federal income taxes or at a reduced rate, unless in any such case an event outside the control of such Bank (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Bank from duly completing and (iv) from time delivering any such form with respect to time thereafter if reasonably requested by it and such Bank so advises the Borrower Company or the Administrative Agent. No Bank shall be required to provide a form described in the preceding sentence unless it is legally entitled to do so at the time such form is requested by the Company. (h) The Company shall not be required to pay any additional amounts pursuant to this Section 4.09 to the extent that such additional amounts relate to Taxes or Other Taxes (including obligations to deduct or withhold amounts with respect thereto) for any period (i) If that would not have been imposed but for the failure of a payment made to any Lender Bank or any Agent assignee thereof, to comply with Section 4.09(f) hereof (other than if such failure is due to a change in law, regulation or treaty occurring after the date on which a form originally was required to be provided) or (ii) that are attributable to U.S. withholding taxes imposed (x) on the date the Bank becomes a Lender under this Agreement or any (y) other Loan Document would be than as a result of a change in law, regulation or treaty. If a Bank becomes subject to U.S. federal withholding tax imposed by FATCA if Taxes because of its failure to deliver a form required hereunder, the Company shall take such Lender or steps as the Bank shall reasonably request to assist such Agent were Bank to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), recover such Lender or such Agent shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 2.17(i), “FATCA” shall include any amendments made to FATCA after the date of this AgreementTaxes.

Net Payments. (a) Any and all payments made If any payment required to be paid by GRC, either directly or on behalf of through the Borrower or any Guarantor under Collateral Agent pursuant to this Agreement or any other Loan Document Revolving Note is or will be subject to any present or future withholding or similar tax or governmental levy (not including Excluded Taxes), the payment shall be made free increased (subject to Section 4.04) so that the after-tax amount actually received by a Lender or an Agent is equal to the payment specified herein (or in any Revolving Note) to be paid in the absence of any such tax or levy. GRC shall promptly furnish to each Lender all receipts or other evidence of payment of such tax or levy. (a) Each Lender which is a Non-United States Person agrees (to the extent it is permitted to do so under the laws and clear ofany applicable double taxation treaties of the United States, the jurisdiction of its incorporation and the jurisdictions in which its Domestic Office and its LIBO Office are located) to execute and deliver to the Facility Agent for delivery to the Collateral Agent and GRC, before the first scheduled payment date in each year, either (i) a United States Internal Revenue Service Form 1001 or (ii) a United States Internal Revenue Service Form 4224 together with a United States Internal Revenue Service Form W-9, or any successor forms, as appropriate, properly completed and claiming complete or partial, as the case may be, exemption from withholding and deduction of United States Federal taxes. Each Lender which is a Non-United States Person represents and warrants to GRC and to each Agent that, at the date of this Agreement (or the date of the Assignment and Assumption Agreement by which such Person became a Lender, as the case may be), (i) its Domestic Office and its LIBO Office are entitled to receive payments of principal, interest, and fees hereunder and under the other Transaction Documents without deduction or withholding for or on account of, of any Taxes; provided that if any applicable Withholding Agent shall determine (in such Withholding Agent’s good faith discretion) that it is or may be required by applicable Requirements of Law to deduct or withhold any Taxes from such payments, then (i) the applicable Withholding Agent may make such deductions or withholdings as are determined taxes imposed by the applicable Withholding Agent in such Withholding Agent’s good faith discretion to be required by United States or any applicable Requirement of Law, political subdivision thereof and (ii) it is permitted to take the actions described in the preceding sentence under the laws and any applicable Withholding Agent shall timely pay double taxation treaties of the full amount deducted or withheld to jurisdictions specified in the relevant Governmental Authority in accordance with applicable Requirements of Lawpreceding sentence. Each Lender which is a Non-United States Person further agrees that, and (iii) to the extent any form claiming complete or partial exemption from withholding or and deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings applicable to additional sums payable United States Federal taxes delivered under this Section 2.17) the Administrative Agent, the Collateral Agent or the applicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made. After any payment of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided in this Section 2.17, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by law to report such payment or other evidence of such payment reasonably satisfactory to the Borrower, the Administrative Agent or the applicable Lenders, as the case may be. paragraph (b) The Borrower shall timely pay is found to the relevant Governmental Authority be incomplete or incorrect in accordance with applicable Requirements of Lawany material respect, or at the option of the Administrative Agent timely reimburse it for the payment of any Other Taxes (whether or not such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority). (c) The Borrower shall indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent, the Collateral Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17), and any reasonable 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 setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. (d) Each Lender shall deliver to the Borrower and the Administrative Agent, at such time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the 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 as required pursuant to Section 2.17(e)(i)(A), (B) or (C)), 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. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender with respect to any Loan made to the Borrower shall, to the extent it is legally eligible permitted to do so: (iso under the laws and any double taxation treaties of the United States, the jurisdiction of its incorporation and the jurisdictions in which its Domestic Office and its LIBO Office are located) execute and deliver to the Borrower Facility Agent a complete and the Administrative Agent, on or prior to the date on which such Lender becomes a Lender under this Agreement, two copies of (A) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any applicable successor correct replacement form) (together with a certificate substantially in the form of Exhibit D-1, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (a “Non-Bank Tax Certificate”), representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not a CFC related to the Borrower as described in Section 881(c)(3)(C) of the Code) and the interest payments in question are not effectively connected with the conduct by such Lender of a trade or business within the United States), (B) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Non-U.S. Lender and, to the extent applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; provided that such other form and supplementary documentation described in this clause (D) 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; and (ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a material change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent shall deliver to the Borrower (x)(I) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. (f) If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses (including Taxes) of such Lender, the Administrative Agent or the Collateral Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lender, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to the Borrower and the Administrative Agent two copies of an IRS Form W-9 (or substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence of a change in the U.S. ▇▇▇▇▇▇’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent. (i) If a payment made to any Lender or any Agent under this Agreement or any other Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or such Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or such Agent shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 2.17(i), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Net Payments. (a) Any and Except as required by law, all payments made by or on behalf account of the Borrower or any Guarantor obligation of a Credit Party under this Agreement or any other Loan Credit Document shall be made free and clear of, and without deduction or withholding for or on account of, any current or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (including any interest, additions to tax and penalties applicable thereto) (collectively, “Taxes; provided ”). If any Taxes that if any applicable are not Excluded Taxes (“Non-Excluded Taxes”) are required to be withheld by a Withholding Agent shall determine (in such Withholding Agent’s good faith discretion) that it is from any amounts payable under this Agreement or may be required by applicable Requirements of Law any other Credit Document to deduct an Agent or withhold any Taxes from such paymentsLender, then (i) the applicable Withholding Credit Party shall increase the amounts payable to such Agent may make such deductions or withholdings as are determined by the applicable Withholding Agent in such Withholding Agent’s good faith discretion to be required by any applicable Requirement of Law, (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Requirements of Law, and (iii) Lender to the extent necessary to yield to such Agent or Lender (after withholding or deduction is required to be made on account of Indemnified all Non-Excluded Taxes or Other Taxes, the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings those applicable to additional sums any amounts payable under this Section 2.175.4) interest or any such other amounts payable hereunder or thereunder at the rates or in the amounts specified hereunder or thereunder. Whenever any withholding Taxes are payable by any Credit Party in respect of amounts payable under any Credit Document to the Administrative AgentAgent or any Lender, promptly thereafter, the Collateral applicable Credit Party shall send to the Administrative Agent for its own account or for the applicable account of such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made. After any payment of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided in this Section 2.17, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such paymentan original official receipt, a copy of any the return required by law to report reporting such payment or other evidence of such payment reasonably satisfactory to the BorrowerAdministrative Agent. The agreements in this Section 5.4 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) In addition, each Credit Party shall pay any present or future stamp, documentary, filing, mortgage, recording, property or similar intangible taxes, charges or levies that arise from any payment made by such Credit Party hereunder or under any other Credit Documents or from the execution, delivery or registration or recordation of, from the receipt or perfection of a security interest or performance under, or otherwise with respect to, this Agreement or the other Credit Documents, except any Taxes imposed with respect to an assignment (other than an assignment requested by a Credit Party pursuant to Section 13.7(a)) as a result of a present or former connection between the assignor or assignee and the jurisdiction imposing such Tax (other than a connection arising solely from the assignor or assignee having executed, delivered, become a party to, performed its obligations under, received or perfected a security interest under, engaged in any transaction pursuant to, or enforced this Agreement) (hereinafter referred to as “Other Taxes”). (i) The Credit Parties shall jointly and severally indemnify each Lender and each Agent for and hold them harmless against the full amount of Non-Excluded Taxes and Other Taxes payable or paid by such Lender or Agent (as the case may be) or required to be withheld or deducted from a payment to such Lender or Agent (as the case may be) imposed or asserted (whether or not correctly or legally asserted) by any jurisdiction on any additional amounts or indemnities payable under this Section 5.4 and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto; provided that if any claim pursuant to this Section 5.4(c)(i) is made later than 180 days after the date on which the relevant Lender or Agent had actual knowledge of the relevant Non-Excluded Taxes or Other Taxes, then the Credit Parties shall not be required to indemnify the applicable Lender or Agent for any penalties that accrue in respect of such Non-Excluded Taxes or -155- #96562806v11 (ii) Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Non-Excluded Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of Credit Parties to do so), (y) the Administrative Agent and the Credit Parties, as applicable, against any Taxes attributable to such ▇▇▇▇▇▇’s failure to comply with the provisions of Section 13.6(d)(ii) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender that are payable or paid by the Administrative Agent or the applicable Lenders, as the case may be. (b) The Borrower shall timely pay to the relevant Governmental Authority Credit Parties in accordance connection with applicable Requirements of Law, or at the option of the Administrative Agent timely reimburse it for the payment of any Other Taxes (whether or not such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority). (c) The Borrower shall indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent, the Collateral Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17)Credit Document, and any reasonable 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 setting forth in reasonable detail the basis and calculation of as to the amount of such payment or liability delivered to the Borrower any Lender by a Lender, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Credit Document against any amount due to the Administrative Agent under this clause (ii). (d) Each Lender shall deliver to the Borrower and the Administrative Agentshall, at such time or times as are reasonably requested by the Borrower or the Administrative Agent, such properly completed provide the Borrower and executed the Administrative Agent with any documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law Applicable Law or reasonably requested by the Borrower or the Administrative Agent (A) as will permit payments to be made pursuant to this Agreement or any other Credit Document to be made without, or at a reduced rate of, withholding or (B) as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation obsolete, expired or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. Notwithstanding anything herein to the contrary in the preceding two sentencescontrary, the completion, execution and submission of such documentation (other than as required pursuant to Section 2.17(e)(i)(Asuch documentation set forth in Sections 5.4(d)(i) (other than clause (E) thereof), (B) or (C)), 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. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender with respect to any Loan made to the Borrower shall, to the extent it is legally eligible to do so: (i) deliver to the Borrower and the Administrative Agent, on or prior to the date on which such Lender becomes a Lender under this Agreement, two copies of (A) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any applicable successor form) (together with a certificate substantially in the form of Exhibit D-1, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (a “Non-Bank Tax Certificate”), representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not a CFC related to the Borrower as described in Section 881(c)(3)(C) of the Code5.4(e) and the interest payments in question are not effectively connected with the conduct by such Lender of a trade or business within the United States), (B5.4(g) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Non-U.S. Lender and, to the extent applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; provided that such other form and supplementary documentation described in this clause (Dbelow) 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; and . Without limiting the foregoing, to the extent permitted by law, each Lender that is not a United States person within the meaning of Section 7701(a)(30) of the Code (iia “Non-U.S. Lender”) shall: (i) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a material change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent shall deliver to the Borrower (x)(I) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. (f) If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses (including Taxes) of such Lender, the Administrative Agent or the Collateral Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lender, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to the Borrower and the Administrative Agent two copies of an IRS Form W-9 (or substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), Agreement (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence of a change in the U.S. ▇▇▇▇▇▇’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and (iv) from time to time thereafter if reasonably requested by upon the request of the Borrower or the Administrative Agent.) two properly executed copies of whichever of the following is applicable: (A) in the case of a Non-U.S. Lender claiming the benefits of an income tax treaty to which the United States is a party, (x) with respect to payments of interest under any Credit Document, United States Internal Revenue Service Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Credit Document, United States Internal Revenue Service Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such treaty; (B) United States Internal Revenue Service Form W-8ECI; (C) in the case of Non-U.S. Lender claiming exemption from U.S. federal withholding Tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, United States Internal Revenue Service Form W-8BEN or W-8BEN-E (together with a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a 10 percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and is not a controlled foreign corporation related to the Borrower within the meaning of Section 881(c)(3)(C) of the Code, substantially in the form of Exhibit J-1 (a “United States Tax Compliance Certificate”)); (D) to the extent a Non-U.S. Lender is not the Beneficial Owner (for example, where the Non-U.S. Lender is a partnership or a participating Lender), United States Internal Revenue Service Form W-8IMY (or any successor forms) of the Non-U.S. Lender, accompanied by a Form W-8ECI, W-8BEN or W-8BEN-E, a United States Tax -156- #96562806v11 (ie) If a payment made to any a Lender or any Agent under this Agreement or any other Loan Credit Document would be subject to U.S. federal withholding tax Tax imposed by FATCA if such Lender or such Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or such Agent shall deliver to the Borrower and the Administrative Agent Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent Withholding Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Withholding Agent as may be necessary for the Borrower and the Administrative Withholding Agent to comply with their its obligations under FATCA, to determine whether that such Lender has or has not complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount, if any, amount to deduct and withhold from such payment. Solely for purposes of this Section 2.17(i5.4(e), “FATCA” shall include any amendments made to FATCA after the date of this AgreementClosing Date.

Net Payments. (a) Any and Except as otherwise required by law, all payments made by or on behalf of the Borrower to any Lender or any Guarantor the Administrative Agent under this Agreement or and/or any other Loan Document shall be made free and clear of, and without deduction or withholding reduction for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income and franchise taxes imposed by any jurisdiction in which such Lender's principal or lending office is located or in which such Lender is engaged in a trade or business or any political subdivision or taxing authority thereof or therein (such non-excluded taxes being called "Taxes; provided that if any applicable Withholding Agent shall determine (in such Withholding Agent’s good faith discretion) that it is or may be required by applicable Requirements of Law to deduct or withhold "). If any Taxes from such payments, then (i) the applicable Withholding Agent may make such deductions or withholdings as are determined by the applicable Withholding Agent in such Withholding Agent’s good faith discretion required to be required by withheld from any applicable Requirement of Lawamounts payable to the Administrative Agent or any Lender under this Agreement and/or any Loan Document, (ii) the applicable Withholding Agent Borrower shall timely pay the full amount deducted or withheld remit such taxes to the relevant Governmental Authority in accordance with applicable Requirements of Law, imposing the same and (iii) the amounts so payable to such Lender shall be increased to the extent withholding necessary to yield to such Lender (after payment of all Taxes) interest or deduction any such other amounts payable at the rates or in the amounts specified in this Agreement and/or any Loan Document. Whenever any Tax is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower, as promptly as possible thereafter, the Borrower or such Guarantor shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings applicable send to additional sums payable under this Section 2.17) the Administrative Agent, the Collateral Agent for its own account or the applicable account of such Lender, as the case may be, receives a certified copy of an amount equal original official receipt received by the Borrower showing payment thereof. Without prejudice to the sum it would have received had no such deductions or withholdings been made. After foregoing, if any payment of Taxes by any Credit Party Lender or the Administrative Agent is required to a Governmental Authority as provided in this Section 2.17make any payment on account of Taxes, the Borrower shall deliver to will, upon notification by the Administrative Agent Lender or the Administrative Agent shall deliver to the BorrowerAgent, as the case may bepromptly indemnify such Person against such Taxes. For purposes of this Section 2.12, the original term "Taxes" includes interest, penalties and expenses payable or a certified copy of a receipt issued by such Governmental Authority evidencing such paymentincurred in connection therewith. A certificate as to any additional amounts (showing in reasonable detail the calculation thereof, or, alternatively, including a copy of any return required by law the notice from the taxing jurisdiction notifying the Lender of its liability for Taxes) payable to report such payment or other evidence of such payment reasonably satisfactory a Lender under this Section 2.12 submitted to the BorrowerBorrower by such Lender shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. The Lender shall submit such certification or otherwise provide written notice to the Administrative Agent or the applicable Lenders, as the case may beBorrower within a reasonable period of time after becoming aware of any Taxes for which it is entitled to payments of additional amounts under this Section 2.12. (b) The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Requirements of Law, or at the option of the Administrative Agent timely reimburse it for the payment of any Other Taxes (whether or not such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority). (c) The Borrower shall indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent, the Collateral Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17), and any reasonable 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 setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. (d) Each Lender shall deliver to the Borrower and the Administrative Agent, at such time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the 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 as required pursuant to Section 2.17(e)(i)(A), (B) or (C)), 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. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender with respect to any Loan made to the Borrower shall, to the extent it is legally eligible to do so: (i) deliver to the Borrower and the Administrative Agent, on or prior Prior to the date on which of initial funding by each Lender that is not incorporated under the laws of the United States of America or a state thereof, such Lender becomes a Lender under this Agreement, two copies of (A) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any applicable successor form) (together with a certificate substantially in the form of Exhibit D-1, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (a “Non-Bank Tax Certificate”), representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not a CFC related to the Borrower as described in Section 881(c)(3)(C) of the Code) and the interest payments in question are not effectively connected with the conduct by such Lender of a trade or business within the United States), (B) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Non-U.S. Lender and, to the extent applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; provided that such other form and supplementary documentation described in this clause (D) 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; and (ii) will deliver to the Borrower and the Administrative Agent two further duly completed copies of any such form United States Internal Revenue Service Form 1001 or certification (4224 or any successor applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a material change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent shall deliver to the Borrower (x)(I) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. (f) If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse certifying in each case that such Lender is entitled to receive payments under this Agreement and/or any Loan Document payable to it, without deduction or withholding of any United States federal income taxes. Each Lender that delivers to the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses (including Taxes) of such Lender, and the Administrative Agent a Form 1001 or 4224 pursuant to the Collateral Agent, as the case may bepreceding sentence, and without interest other than any interest received thereon from the relevant Governmental Authority with respect each assignee, undertakes to such refund) as the Lender, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to the Borrower and the Administrative Agent two copies of an IRS the said Form W-9 (1001 or substitute 4224, or successor form)applicable forms, properly completed and duly executedor other manner of certification, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior to as the Closing Date (or on or prior to the date it becomes a party to this Agreement)case may be, (ii) on or before the date that any such form previously delivered expires or becomes obsolete or invalid, (iii) after the occurrence of a change in the U.S. ▇▇▇▇▇▇’s circumstances any event requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and (iv) from time to time thereafter if such extensions or renewals thereof as may reasonably be requested by the Borrower Borrower, certifying in the case of a Form 1001 or the Administrative Agent. (i) If a payment made 4224 that such Lender is entitled to any Lender or any Agent receive payments under this Agreement or and/or any other Loan Document without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including without limitation any change in treaty, law or regulation) has occurred subsequent to the Closing Date and prior to the date on which any such delivery would otherwise be subject required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to U.S. it. Each such Lender which is not able to provide the applicable form shall advise the Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal withholding tax imposed by FATCA income tax. Notwithstanding any other provision of this Section 2.12, no Lender shall be required to deliver any form pursuant to this Section 2.12 that such Lender is not legally able to deliver. (c) The Borrower shall not be required to pay any increased amount on account of Taxes pursuant to this Section 2.12 to any Lender to the extent that such Taxes would not have been payable if such Lender or had furnished a form required by Section 2.12(b), unless such Agent were failure results from any event subsequent to fail to comply with the applicable reporting requirements of FATCA date hereof (including those contained without limitation any change in treaty, law or regulation) specified in the second sentence of Section 1471(b) or 1472(b) of the Code, as applicable2.12(b), such Lender or such Agent shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 2.17(i), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Net Payments. (a) Any and all payments made by or on behalf of the Borrower or any Guarantor under this Agreement or any other Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes; provided that if any applicable Withholding Agent shall determine (in such Withholding Agent’s good faith discretion) that it is or may be required by applicable Requirements of Law to deduct or withhold any Taxes from such payments, then (i) the applicable Withholding Agent may make such deductions or withholdings as are determined by the applicable Withholding Agent in such Withholding Agent’s good faith discretion to be required by any applicable Requirement of Law, , (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Requirements of Law, and and (iii) to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings applicable to additional sums payable under this Section 2.17) the Administrative Agent, the Collateral Agent or the applicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made. After any payment of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided in this Section 2.17, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by law to report such payment or other evidence of such payment reasonably satisfactory the Bankruptcy Court acceptable to the Borrower, the Administrative Agent or the applicable Lenders, Required Lenders as the case may be. (b) The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Requirements of Law, or at the option of the Administrative Agent timely reimburse it for the payment of any Other Taxes (whether or not such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority). (c) The Borrower shall indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent, the Collateral Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17), and any reasonable 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 setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest errordistribution. (d) Each Lender shall deliver to the Borrower and the Administrative Agent, at such time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the 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 as required pursuant to Section 2.17(e)(i)(A), (B) or (C)), 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. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender with respect to any Loan made to the Borrower shall, to the extent it is legally eligible to do so: (i) deliver to the Borrower and the Administrative Agent, on or prior to the date on which such Lender becomes a Lender under this Agreement, two copies of (A) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any applicable successor form) (together with a certificate substantially in the form of Exhibit D-1, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (a “Non-Bank Tax Certificate”), representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not a CFC related to the Borrower as described in Section 881(c)(3)(C) of the Code) and the interest payments in question are not effectively connected with the conduct by such Lender of a trade or business within the United States), (B) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Non-U.S. Lender and, to the extent applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; provided that such other form and supplementary documentation described in this clause (D) 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; and (ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a material change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent shall deliver to the Borrower (x)(I) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. (f) If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses (including Taxes) of such Lender, the Administrative Agent or the Collateral Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lender, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to the Borrower and the Administrative Agent two copies of an IRS Form W-9 (or substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence of a change in the U.S. ▇▇▇▇▇▇’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent. (i) If a payment made to any Lender or any Agent under this Agreement or any other Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or such Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or such Agent shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 2.17(i), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Net Payments. (a) Any and all All payments made by or on behalf of the Borrower or any Guarantor Borrowers and the other Credit Parties hereunder and under this Agreement or any other Loan Credit Document shall will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b), and except as required by applicable law, 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 (i) any tax or withholding on account of tax imposed on or measured by the net income or net profits of a Lender or the Administrative Agent (as applicable) and any franchise taxes and branch profits taxes imposed pursuant to the laws of the jurisdiction in which it is resident or organized or the jurisdiction in which the principal office or applicable lending office of such Lender or the Administrative Agent (as applicable) is located or any subdivision thereof or therein, or any tax imposed as a result of a present or former connection between such Lender or the Administrative Agent (as applicable) and the jurisdiction imposing such tax (other than connections arising only from such Lender or the Administrative Agent (as applicable) having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in any Loan or Credit Document), (ii) in the case of a Lender, any U.S. Federal withholding tax that is imposed on amounts payable to such Lender at the time such Lender becomes a party hereto (or designates a new lending office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from such U.S. Borrower with respect to such withholding tax pursuant to Section 5.04(a), (iii) Taxes attributable to a Lender’s failure to comply with Section 5.04(e), (iv) any United States federal withholding tax imposed under FATCA, (v) any tax imposed under the Income Tax Act (Canada) on any payment hereunder by a Credit Party to a Lender or the Administrative Agent (as applicable) by reason of such Credit Party not dealing at arm’s length for purposes of the Income Tax Act (Canada) with the Lender or the Administrative Agent (as applicable) at the time of such payment, (vi) any tax imposed under the Income Tax Act (Canada) on any payment hereunder by a Credit Party to a Lender or the Administrative Agent (as applicable) by reason of such Lender or the Administrative Agent (as applicable) being a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Income Tax Act (Canada)) of the Company or applicable Credit Party at any time during the year when such payment is made or by reason of such Lender or the Administrative Agent (as applicable) not dealing at arm’s length for purpose of the Income Tax Act (Canada) with a “specified shareholder” (within the meaning of subsection 18(5) of the Income Tax Act (Canada)) of the Company or applicable Credit Party at any time during the year in which such payment is made, and (vii) any withholding tax under the Income Tax Act (Canada) applicable to a payment by a Canadian Borrower in respect of a debt or other Obligation to pay an amount to a person with whom such Credit Party is not dealing at arm’s length for purposes of the Income Tax Act (Canada) (subparagraphs (i) through (vii) together, “Excluded Taxes”)) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred -88- to collectively as “Taxes”). If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the respective payment or which has guaranteed the obligations of the relevant Borrower) agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any other Credit Document, after withholding or deduction for or on account of, of any Taxes; , will not be less than the amount provided that if any applicable Withholding Agent shall determine (for herein or in such Withholding other Credit Documents. The respective Borrower (or other Credit Party) will, upon the Administrative Agent’s good faith discretion) that it is or may be required by applicable Requirements of Law written request, furnish to deduct or withhold any Taxes from such payments, then (i) the applicable Withholding Agent may make such deductions or withholdings as are determined by the applicable Withholding Agent in such Withholding Agent’s good faith discretion to be required by any applicable Requirement of Law, (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Requirements of Law, and (iii) to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings applicable to additional sums payable under this Section 2.17) the Administrative Agent, within 45 days after the Collateral Agent or date the applicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made. After any payment of any Taxes by any Credit Party or the Administrative Agent is due pursuant to a Governmental Authority as provided in this Section 2.17applicable law, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy copies of a receipt issued tax receipts evidencing such payment by such Governmental Authority evidencing such payment, a copy of any return required by law to report such payment Borrower (or other Credit Party) or other evidence of such payment reasonably satisfactory to the Borrower, the Administrative Agent or the applicable Lenders, as the case may beAgent. (b) The Borrower shall Subject to Section 14.07, the U.S. Borrowers (jointly and severally) or the Canadian Borrowers (jointly and severally), as applicable, agree (and the applicable Subsidiary Guarantors agree) to timely pay to the relevant Governmental Authority in accordance with applicable Requirements of Lawlaw, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. (c) Subject to Section 14.07, the U.S. Borrowers (jointly and severally) or the Canadian Borrowers (jointly and severally) shall, as applicable, agree (and the applicable Subsidiary Guarantors agree) to indemnify each Lender or the Administrative Agent, as the case may be, within 10 days after demand therefor, for the full amount of any Other Taxes (including Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Lender or required to be withheld or deducted from a payment to such Lender and any reasonable expenses arising therefrom or with respect thereto, whether or not such 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 delivered to the Company by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error; provided that the Borrowers shall not be required to compensate any Lender pursuant to this Section 5.04(c) for any such Taxes incurred more than 180 days prior to the date that such Lender notifies the Company of the change giving rise to such Taxes and of such Lender’s intention to claim compensation therefor; provided, further, that, if the change giving rise to such Taxes is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof. (cd) The Borrower Each Lender shall severally indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days 10 days after written demand therefor, for (i) any Taxes attributable to such Lender (but only to the full amount of extent that any Indemnified Taxes or Other Taxes imposed on Credit Party has not already indemnified the Administrative AgentAgent for such Taxes and without limiting the obligation of Credit Parties, subject to Section 14.07, to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the Collateral Agent or provisions of Section 13.04(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, as in each case, that are payable or paid by the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17)Administrative Agent in connection with any Credit Document, and any reasonable 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 setting forth in reasonable detail the basis and calculation of as to the amount of such payment or liability delivered to the Borrower any Lender by a Lender, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this clause (d). (di) Each Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to the Borrower Company and the Administrative Agent, at such the time or times reasonably requested by the Borrower Company or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information by the Company or the Administrative Agent as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Credit Party pursuant to any Loan Document without withholding or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictionat a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower Company or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower Company or the Administrative Agent as will enable the Borrower Company 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 as required pursuant to such documentation set forth in Section 2.17(e)(i)(A5.04(e)(ii)(A), (Bii)(B) or and (C)), ii)(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. (eii) Without limiting the generality of Section 2.17(d)the foregoing, each Non-U.S. Lender with respect to any Loan made to in the event that the Borrower shall, to the extent it is legally eligible to do so:a U.S. Borrower, (iA) any Lender that is a U.S. Person shall deliver to the Borrower Company and the Administrative Agent, Agent on or prior to the date on which such Lender becomes a Lender under this AgreementAgreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), two executed originals of Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), whichever of the following is applicable: (Ai) in the case of a Non-U.S. Foreign Lender claiming exemption from U.S. federal withholding the benefits of an income tax under Section 871(htreaty to which the United States is a party (x) or 881(c) of the Code with respect to payments of “portfolio interest”interest under any Credit Document, IRS executed originals of Internal Revenue Service Form W-8BEN establishing an exemption from, or IRS reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Credit Document, Internal Revenue Service Form W-8BEN-EW-8BEN establishing an exemption from, as applicable or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (or any applicable successor formii) executed originals of Internal Revenue Service Form W-8ECI; (together with iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D-1, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (a “Non-Bank Tax Certificate”), representing D-1 to the effect that such Non-U.S. Foreign Lender is not a bank for purposes “bank” within the meaning of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” (of the Company within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not or a CFC related to the Borrower as “controlled foreign corporation” described in Section 881(c)(3)(C) of the CodeCode (a “U.S. Tax Compliance Certificate”) and the interest payments in question are not effectively connected with the conduct by such Lender (y) executed originals of a trade or business within the United States), (B) IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E; or (iv) to the extent a Foreign Lender is not the beneficial owner, executed originals of Internal Revenue Service Form W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-2 or Exhibit D-3, Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner, as applicable, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Non-U.S. Lender and, to the extent applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Foreign Lender is a partnership and not a participating Lender, and one or more direct or indirect partners of such Foreign Lender are claiming the partners is claiming portfolio interest treatmentexemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender form of Exhibit D-4 on behalf of each such partnersdirect and indirect partner; (C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (D) and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax Tax, duly completed completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower Company or the Administrative Agent to determine the withholding or deduction required to be made; provided that such other form and supplementary documentation described in this clause and (D) 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; and (ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a material change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent shall deliver to the Borrower (x)(I) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. (f) If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses (including Taxes) of such Lender, the Administrative Agent or the Collateral Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lender, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to the Borrower and the Administrative Agent two copies of an IRS Form W-9 (or substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence of a change in the U.S. ▇▇▇▇▇▇’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent. (i) If a payment made to a Lender under any Lender or any Agent under this Agreement or any other Loan Credit Document would be subject to U.S. federal withholding tax Tax imposed by FATCA if such Lender or such Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or such Agent shall deliver to the Borrower Company and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower Company and the Administrative Agent to comply with their obligations under FATCA, FATCA and to determine whether that such Lender has or has not complied with such ▇▇▇▇▇▇Lender’s obligations under FATCA or to determine the amount, if any, amount to deduct and withhold from such payment. Solely for purposes of this Section 2.17(iclause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Company and the Administrative Agent in writing of its legal inability to do so. (f) If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been indemnified by a Borrower or with respect to which a Borrower has paid additional amounts pursuant to Section 5.04(a), it shall pay to such Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant jurisdiction or any political subdivision or taxing authority thereof with respect to such refund), provided that the U.S. Borrowers (on a joint and several basis) and the Canadian Borrowers (on a joint and several basis), as the case may be, upon the request of the Administrative Agent or such Lender, agree to repay the amount paid over to any such Borrower (plus any penalties, interest or other charges imposed by the relevant jurisdiction or any political subdivision or taxing authority thereof) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such jurisdiction or any political subdivision or taxing authority thereof; provided, further, that no Borrower shall be required to repay the Administrative Agent or such Lender an amount in excess of the amount paid over by such party to any such Borrower pursuant to this Section 5.04(f). This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Company, any other Borrower, any o

Net Payments. (a) Any and all payments made If any Tax is required to be withheld or deducted from, or is otherwise payable by or on behalf of the Borrower in connection with, any payment due to Agent or any Guarantor Lender under this Agreement or any other the Loan Document shall be made free and clear ofDocuments, and without deduction or withholding for or on account of, any Taxes; provided that if any applicable Withholding Agent shall determine (in such Withholding Agent’s good faith discretion) that it is or may be required by applicable Requirements of Law to deduct or withhold any Taxes from such payments, then Borrower (i) shall, if required, withhold or deduct the applicable Withholding Agent may make amount of such deductions or withholdings as are determined by the applicable Withholding Agent Tax from such payment and, in any case, pay such Withholding Agent’s good faith discretion to be required by any applicable Requirement of Law, (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld Tax to the relevant Governmental Authority appropriate taxing authority in accordance with applicable Requirements of Law, Law and (iiiii) shall pay to Agent or such Lender, as applicable, (a) such additional amounts as may be necessary so that the extent net amount received by Agent or such Lender with respect to such payment, after withholding or deduction is deducting all Taxes required to be made on account of Indemnified Taxes withheld or Other Taxesdeducted, is equal to the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings applicable to additional sums full amount payable under this Section 2.17the Loan Documents and (b) the Administrative Agent, the Collateral Agent or the applicable Lender, as the case may be, receives an amount equal to the sum it would have received had no all Taxes payable by Agent or such deductions Lender as a result of payments made by Borrower (whether to a taxing authority or withholdings been madeto Agent or such Lender) pursuant to this Section. After If any Tax is withheld or deducted from, or is otherwise payable by Borrower in connection with, any payment of Taxes by any Credit Party or the Administrative Agent due to a Governmental Authority as provided in this Section 2.17, the Borrower shall deliver to the Administrative Agent or any Lender under the Administrative Loan Documents, Borrower shall, within 30 days after the date of such payment, furnish to Agent shall deliver to the Borroweror such Lender, as the case may beapplicable, the original or a certified copy of a receipt issued by for such Governmental Authority evidencing such payment, a copy of Tax from the applicable taxing authority. If any return required by law payment due to report such payment or other evidence of such payment reasonably satisfactory to the Borrower, the Administrative Agent or any Lender under the applicable Lenders, as the case may be. (b) The Borrower shall timely pay Loan Documents is or is expected to the relevant Governmental Authority in accordance with applicable Requirements of Lawbe made without withholding or deducting therefrom, or at the option of the Administrative otherwise paying in connection therewith, any Tax payable to any taxing authority under circumstances that would lead Agent timely reimburse it for the payment of or such Lender to reasonably believe such withholding or deduction is required, Borrower shall, within 30 days after any Other Taxes (whether or not such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority). (c) The Borrower shall indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent, the Collateral request from Agent or such Lender, as the case may be (including Indemnified Taxes applicable, furnish to Agent or Other Taxes imposed such Lender a certificate from such taxing authority, or asserted on an opinion of counsel acceptable to Agent or attributable to amounts payable under this Section 2.17), and any reasonable 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 setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender, the Administrative Agent in either case stating that no Tax payable to such taxing authority was or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. (d) Each Lender shall deliver to the Borrower and the Administrative Agent, at such time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agentis, as the case may be, required to determine (A) whether be withheld or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption deducted from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender otherwise paid by any Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the 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 as required pursuant to Section 2.17(e)(i)(A), (B) or (C)), 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. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender with respect to any Loan made to the Borrower shall, to the extent it is legally eligible to do so: (i) deliver to the Borrower and the Administrative Agent, on or prior to the date on which such Lender becomes a Lender under this Agreement, two copies of (A) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any applicable successor form) (together with a certificate substantially in the form of Exhibit D-1, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (a “Non-Bank Tax Certificate”), representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not a CFC related to the Borrower as described in Section 881(c)(3)(C) of the Code) and the interest payments in question are not effectively connected with the conduct by such Lender of a trade or business within the United States), (B) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Non-U.S. Lender and, to the extent applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; provided that such other form and supplementary documentation described in this clause (D) 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; and (ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a material change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent shall deliver to the Borrower (x)(I) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. (f) If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses (including Taxes) of such Lender, the Administrative Agent or the Collateral Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lender, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d)with, each U.S. Lender shall deliver to the Borrower and the Administrative Agent two copies of an IRS Form W-9 (or substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence of a change in the U.S. ▇▇▇▇▇▇’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent. (i) If a payment made to any Lender or any Agent under this Agreement or any other Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or such Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or such Agent shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for For purposes of this Section 2.17(i)only, “FATCA” the term "Tax" shall not be deemed to include any amendments made tax based upon net income, such as but not limited to FATCA after the date tax on net income imposed under the Internal Revenue Code of this Agreement1986, as amended, and similar state income taxes.

Net Payments. (a) Any and Except as required by law, all payments made by or on behalf account of the Borrower or any Guarantor obligation of a Credit Party under this Agreement or any other Loan Credit Document shall be made free and clear of, and without deduction or withholding for or on account of, any current or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (including any interest, additions to tax and penalties applicable thereto) (collectively, “Taxes; provided ”). If any Taxes that if any applicable are not Excluded Taxes (“Non-Excluded Taxes”) are required to be withheld by a Withholding Agent shall determine (in such Withholding Agent’s good faith discretion) that it is from any amounts payable under this Agreement or may be required by applicable Requirements of Law any other Credit Document to deduct an Agent or withhold any Taxes from such paymentsLender, then (i) the applicable Withholding Credit Party shall increase the amounts payable to such Agent may make such deductions or withholdings as are determined by the applicable Withholding Agent in such Withholding Agent’s good faith discretion to be required by any applicable Requirement of Law, (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Requirements of Law, and (iii) Lender to the extent necessary to yield to such Agent or Lender (after withholding or deduction is required to be made on account of Indemnified all Non-Excluded Taxes or Other Taxes, the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings those applicable to additional sums any amounts payable under this Section 2.175.4) interest or any such other amounts payable hereunder or thereunder at the rates or in the amounts specified hereunder or thereunder. Whenever any withholding Taxes are payable by any Credit Party in respect of amounts payable under any Credit Document to the Administrative AgentAgent or any Lender, promptly thereafter, the Collateral applicable Credit Party shall send to the Administrative Agent for its own account or for the applicable account of such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made. After any payment of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided in this Section 2.17, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such paymentan original official receipt, a copy of any the return required by law to report reporting such payment or other evidence of such payment reasonably satisfactory to the BorrowerAdministrative Agent. The agreements in this Section 5.4 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) In addition, each Credit Party shall pay any present or future stamp, documentary, filing, mortgage, recording, property or similar intangible taxes, charges or levies that arise from any payment made by such Credit Party hereunder or under any other Credit Documents or from the execution, delivery or registration or recordation of, from the receipt or perfection of a security interest or performance under, or otherwise with respect to, this Agreement or the other Credit Documents, except any Taxes imposed with respect to an assignment (other than an assignment requested by a Credit Party pursuant to Section 13.7(a)) as a result of a present or former connection between the assignor or assignee and the jurisdiction imposing such Tax (other than a connection arising solely from the assignor or assignee having executed, delivered, become a party to, performed its obligations under, received or perfected a security interest under, engaged in any transaction pursuant to, or enforced this Agreement) (hereinafter referred to as “Other Taxes”). (i) The Credit Parties shall jointly and severally indemnify each Lender and each Agent for and hold them harmless against the full amount of Non-Excluded Taxes and Other Taxes payable or paid by such Lender or Agent (as the case may be) or required to be withheld or deducted from a payment to such Lender or Agent (as the case may be) imposed or asserted (whether or not correctly or legally asserted) by any jurisdiction on any additional amounts or indemnities payable under this Section 5.4 and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto; provided that if any claim pursuant to this Section 5.4(c)(i) is made later than 180 days after the date on which the relevant Lender or Agent had actual knowledge of the relevant Non-Excluded Taxes or Other Taxes, then the Credit Parties shall not be required to indemnify the applicable Lender or Agent for any penalties that accrue in respect of such Non-Excluded Taxes or Other Taxes after the 180th day. This indemnification shall be made within 30 days from the date such Lender or such Agent (as the case may be) makes written demand therefor. (ii) Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Non-Excluded Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of Credit Parties to do so), (y) the Administrative Agent and the Credit Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.6(d)(ii) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender that are payable or paid by the Administrative Agent or the applicable Lenders, as the case may be. (b) The Borrower shall timely pay to the relevant Governmental Authority Credit Parties in accordance connection with applicable Requirements of Law, or at the option of the Administrative Agent timely reimburse it for the payment of any Other Taxes (whether or not such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority). (c) The Borrower shall indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent, the Collateral Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17)Credit Document, and any reasonable 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 setting forth in reasonable detail the basis and calculation of as to the amount of such payment or liability delivered to the Borrower any Lender by a Lender, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Credit Document against any amount due to the Administrative Agent under this clause (ii). (d) Each Lender shall deliver to the Borrower and the Administrative Agentshall, at such time or times as are reasonably requested by the Borrower or the Administrative Agent, such properly completed provide the Borrower and executed the Administrative Agent with any documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law Applicable Law or reasonably requested by the Borrower or the Administrative Agent (A) as will permit payments to be made pursuant to this Agreement or any other Credit Document to be made without, or at a reduced rate of, withholding or (B) as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation obsolete, expired or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. Notwithstanding anything herein to the contrary in the preceding two sentencescontrary, the completion, execution and submission of such documentation (other than as required pursuant to Section 2.17(e)(i)(Asuch documentation set forth in Sections 5.4(d)(i) (other than clause (E) thereof), (B) or (C)), 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. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender with respect to any Loan made to the Borrower shall, to the extent it is legally eligible to do so: (i) deliver to the Borrower and the Administrative Agent, on or prior to the date on which such Lender becomes a Lender under this Agreement, two copies of (A) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any applicable successor form) (together with a certificate substantially in the form of Exhibit D-1, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (a “Non-Bank Tax Certificate”), representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not a CFC related to the Borrower as described in Section 881(c)(3)(C) of the Code5.4(e) and the interest payments in question are not effectively connected with the conduct by such Lender of a trade or business within the United States), (B5.4(g) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Non-U.S. Lender and, to the extent applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; provided that such other form and supplementary documentation described in this clause (Dbelow) 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. Without limiting the foregoing, to the extent permitted by law, each Lender that is not a United States person within the meaning of Section 7701(a)(30) of the Code (a “Non-U.S. Lender”) shall: (i) deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent) two properly executed copies of whichever of the following is applicable: (A) in the case of a Non-U.S. Lender claiming the benefits of an income tax treaty to which the United States is a party, (x) with respect to payments of interest under any Credit Document, United States Internal Revenue Service Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Credit Document, United States Internal Revenue Service Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such treaty; (B) United States Internal Revenue Service Form W-8ECI; (C) in the case of Non-U.S. Lender claiming exemption from U.S. federal withholding Tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, United States Internal Revenue Service Form W-8BEN or W-8BEN-E (together with a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a 10 percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and is not a controlled foreign corporation related to the Borrower within the meaning of Section 881(c)(3)(C) of the Code, substantially in the form of Exhibit J-1 (a “United States Tax Compliance Certificate”)); (D) to the extent a Non-U.S. Lender is not the Beneficial Owner (for example, where the Non-U.S. Lender is a partnership or a participating Lender), United States Internal Revenue Service Form W-8IMY (or any successor forms) of the Non-U.S. Lender, accompanied by a Form W-8ECI, W-8BEN or W-8BEN-E, a United States Tax Compliance Certificate substantially in the form of Exhibit J-2 or Exhibit J-3, Form W-9, Form W-8IMY or any other required information from each Beneficial Owner, as applicable (provided that, if the applicable Non-U.S. Lender is a partnership and one or more direct or indirect Beneficial Owners of such Non-U.S. Lender are claiming the portfolio interest exemption, a United States Tax Compliance Certificate substantially in the form of Exhibit J-4 may be provided by such Non-U.S. Lender on behalf of each such Beneficial Owner), or (E) any other form prescribed by applicable U.S. federal income Tax laws (including the United States Treasury Regulations) as a basis for claiming a complete exemption from, or a reduction in, U.S. federal withholding Tax on any payments to such Lender under the Credit Documents, in each case properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or reduced rate of, U.S. federal withholding Tax on payments by the Borrower under this Agreement; and (ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) promptly after on or before the date that any such form or certification expires or becomes obsolete or invalid, after the occurrence of inaccurate in any event requiring a material change in the most recent form previously delivered by it to the Borrower respect and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent shall deliver to the Borrower (x)(I) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation form or certification previously delivered by it to the Borrower, ; unless in any such case such Lender is not legally entitled to duly complete and from time to time if reasonably requested by the Borrower, two further copies of deliver any such documentation. (f) If any Lender, the Administrative Agent form or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses (including Taxes) of such Lender, the Administrative Agent or the Collateral Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority certification with respect to it. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such refund) as the Lender, Administrative Agent form or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses certification or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to promptly notify the Borrower and the Administrative Agent two copies in writing of an IRS Form W-9 (or substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior its legal inability to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence of a change in the U.S. ▇▇▇▇▇▇’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agentdo so. (ie) If a payment made to any a Lender or any Agent under this Agreement or any other Loan Credit Document would be subject to U.S. federal withholding tax Tax imposed by FATCA if such Lender or such Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or such Agent shall deliver to the Borrower and the Administrative Agent Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent Withholding Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Withholding Agent as may be necessary for the Borrower and the Administrative Withholding Agent to comply with their its obligations under FATCA, to determine whether that such Lender has or has not complied with such ▇▇▇▇▇▇Lender’s obligations under FATCA or to determine the amount, if any, amount to deduct and withhold from such payment. Solely for purposes of this Section 2.17(i5.4(e), “FATCA” shall include any amendments made to FATCA after the date of this AgreementClosing Date.

Net Payments. (a) Any and all All payments made by any Credit Party under any Credit Document (including, in the case of Holdings or on behalf of the Borrower U.S. Borrower, in its capacity as a guarantor pursuant to Section 14 or 15, as the case may be) or under any Guarantor under this Agreement Note will be made without setoff, counterclaim or any other Loan Document shall 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, of any Taxes; , will not be less than the amount provided that if 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 Withholding Agent 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 (in such Withholding Agent’s good faith discretion) that it is or may be required by applicable Requirements of Law to deduct or withhold any Taxes from such paymentsare payable by, then (i) the applicable Withholding Agent may make such deductions or withholdings as are determined by the applicable Withholding Agent in such Withholding Agent’s good faith discretion to be required by any applicable Requirement of Law, (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the relevant Governmental Authority preceding sentence and in accordance with applicable Requirements respect of Law, and (iii) any amounts paid to the extent withholding or deduction is required on behalf of such Lender pursuant to be made on account of Indemnified Taxes or Other Taxesthis sentence, the sum payable by the respective Borrower (or such Guarantor shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings applicable to additional sums payable under this Section 2.17Credit Party) the Administrative Agent, the Collateral Agent or the applicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made. After any payment of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided in this Section 2.17, the Borrower shall deliver 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 Administrative Agent 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 deliver agree) to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the Borrower, as the case may be, the original amount of any Taxes so levied or a certified copy of a receipt issued imposed and paid by such Governmental Authority evidencing such payment, a copy of any return required by law to report such payment or other evidence of such payment reasonably satisfactory to the Borrower, the Administrative Agent or the applicable Lenders, as the case may beLender. (b) The Borrower shall timely pay to the relevant Governmental Authority Each Lender that is not a United States person (as such term is defined in accordance with applicable Requirements of Law, or at the option Section 7701(a)(30) of the Administrative Agent timely reimburse it for the payment of any Other Taxes (whether or not such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority). (cCode) The Borrower shall indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent, the Collateral Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable agrees to amounts payable under this Section 2.17), and any reasonable 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 setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. (d) Each Lender shall deliver to the U.S. Borrower and the Administrative Agent, at such time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the 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 as required pursuant to Section 2.17(e)(i)(A), (B) or (C)), 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. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender with respect to any Loan made to the Borrower shall, to the extent it is legally eligible to do so: (i) deliver to the Borrower and the Administrative Agent, on or prior to the date on which such Lender becomes a Lender under this AgreementEffective Date, two copies of (A) or in the case of a Non-U.S. Lender claiming that is an assignee or transferee of an interest under this Agreement pursuant to Section 1.13 or 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender's entitlement as of such date to a complete exemption from U.S. federal United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a "bank" within the meaning of Section 871(h) or 881(c881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to payments of “portfolio interest”a complete exemption under an income tax treaty) pursuant to clause (i) above, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any applicable successor formx) (together with a certificate substantially in the form of Exhibit D-1D (any such certificate, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable a "Section 4.04(b)(ii) Certificate") and (a “Non-Bank Tax Certificate”), representing that such Non-U.S. Lender is not a bank for purposes y) two accurate and complete original signed copies of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” Internal Revenue Service Form W-8BEN (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not a CFC related with respect to the Borrower as described in Section 881(c)(3)(Cportfolio interest exemption) of the Code) and the interest payments in question are not effectively connected with the conduct by such Lender of a trade or business within the United States), (B) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Non-U.S. Lender and, to the extent applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Lender is a partnership and not a participating certifying to such Lender, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf 's entitlement as of such partners) or (D) any other form prescribed by applicable law as date to a basis for claiming complete exemption from or a reduction in U.S. federal United States withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law respect to permit the Borrower to determine the withholding or deduction required payments of interest to be made; provided made under this Agreement and under any Note. In addition, each Lender agrees that such other form and supplementary documentation described from time to time after the Effective Date, when a lapse in this clause (D) shall not be required if time or change in circumstances renders the Lender’s reasonable judgment such completion, execution previous certification obsolete or submission would subject such Lender to inaccurate in any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender; and (ii) respect, it will deliver to the U.S. Borrower and the Administrative Agent two further new accurate and complete original signed copies of any such form or certification Internal Revenue Service Form W-8ECI, Form W-8BEN (or any applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, after with respect to the occurrence benefits of any event requiring a material change in the most recent form previously delivered by it income tax treaty), or Form W-8BEN (with respect to the Borrower portfolio interest exemption) and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent shall deliver to the Borrower (x)(I4.04(b)(ii) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. (f) If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses (including Taxes) of such Lender, the Administrative Agent or the Collateral AgentCertificate, as the case may be, and without interest such other than any interest received thereon forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from the relevant Governmental Authority or reduction in United States withholding tax with respect to such refund) as the Lender, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses or payments under this Agreement and any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheldNote, or otherwise imposed and it shall immediately notify the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to the Borrower and the Administrative Agent two copies of an IRS its inability to deliver any such Form W-9 (or substitute Certificate, in which case such Lender shall not be required to deliver any such Form or successor formCertificate pursuant to this Section 4.04(b), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior . Notwithstanding anything to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence of a change in the U.S. ▇▇▇▇▇▇’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent. (i) If a payment made to any Lender or any Agent under this Agreement or any other Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or such Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contrary contained in Section 1471(b) or 1472(b) of the Code, as applicable4.04(a), such Lender or such Agent but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the U.S. Borrower shall deliver be entitled, to the Borrower and the Administrative Agent at the time extent it is required to do so by law, to deduct or times prescribed by law and at such time withhold income or times reasonably requested similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable by the U.S. Borrower or hereunder for the Administrative Agent account of any Lender which is not a United States person (as such documentation prescribed by applicable law (including as prescribed by term is defined in Section 1471(b)(3)(C)(i7701(a)(30) of the Code) and such additional documentation reasonably requested by for U.S. Federal income tax purposes to the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether extent that such Lender has not provided to the U.S. Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the U.S. Borrower shall not be obligated pursuant to Section 4.04(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not complied with such ▇▇▇▇▇▇’s obligations under FATCA provided to the U.S. Borrower the Internal Revenue Service Forms required to be provided to the U.S. Borrower pursuant to this Section 4.04(b) or to determine (II) in the amountcase of a payment, if anyother than interest, to deduct and withhold a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such paymenttaxes. Solely for purposes of Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 2.17(i4.04 and except as set forth in Section 13.04(b), “FATCA” shall include any amendments made the Borrower agrees to FATCA after pay additional amounts and to indemnify each Lender in the date of this Agreement.manner set forth

Net Payments. (a) Any and all payments made to the Bank by or on behalf of the Borrower or any Guarantor under this Agreement or any other Loan Document Applicant hereunder shall be made free and clear of, of and without deduction or withholding for any Covered Taxes, unless an Applicant is required to deduct or on account of, any withhold Covered Taxes; provided that if any applicable Withholding Agent . If an Applicant shall determine (in such Withholding Agent’s good faith discretion) that it is or may be required by applicable Requirements of Law law to deduct or withhold any Covered Taxes from such paymentsor in respect of any sum payable hereunder to the Bank, then (i) the applicable Withholding Agent may make such deductions or withholdings as are determined by the applicable Withholding Agent in such Withholding Agent’s good faith discretion to be required by any applicable Requirement of Law, (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Requirements of Law, and (iii) to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower or such Guarantor shall be increased as may be necessary so that after making all required deductions and or withholdings have been made of Covered Taxes (including deductions or withholdings applicable to additional sums payable under this Section 2.17Paragraph 6) the Administrative Agent, the Collateral Agent or the applicable Lender, as the case may be, Bank receives an amount equal to the sum it would have received had no such deductions or withholdings been made. After any payment of Taxes by any Credit Party required and (ii) such Applicant shall pay the full amount deducted or the Administrative Agent to a Governmental Authority as provided in this Section 2.17, the Borrower shall deliver withheld to the Administrative Agent or relevant taxing authority in accordance with applicable law and shall provide the Administrative Agent shall deliver to the Borrower, as the case may be, Bank with the original or a certified copy of a the receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by law to report such payment or other evidence of such payment reasonably satisfactory to . If the Borrower, the Administrative Agent or the applicable Lenders, as the case may be. (b) The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Requirements of Law, or at the option of the Administrative Agent timely reimburse it for the payment of any Other Taxes (whether or not such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority). (c) The Borrower shall indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent, the Collateral Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17), and any reasonable 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 setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. (d) Each Lender shall deliver to the Borrower and the Administrative Agent, at such time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the 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 as required pursuant to Section 2.17(e)(i)(A), (B) or (C)), 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. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender with respect to any Loan made to the Borrower shall, to the extent it is legally eligible to do so: (i) deliver to the Borrower and the Administrative Agent, on or prior to the date on which such Lender becomes a Lender under this Agreement, two copies of (A) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any applicable successor form) (together with a certificate substantially in the form of Exhibit D-1, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (a “Non-Bank Tax Certificate”), representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not a CFC related to the Borrower as described in Section 881(c)(3)(C) of the Code) and the interest payments in question are not effectively connected with the conduct by such Lender of a trade or business within the United States), (B) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Non-U.S. Lender and, to the extent applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; provided that such other form and supplementary documentation described in this clause (D) 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; and (ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a material change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent shall deliver to the Borrower (x)(I) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. (f) If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised determines in good faith, faith that it has received a refund in respect of an Indemnified Tax or Other Tax for any Covered Taxes with respect to which it any Applicant has been indemnified pursuant to this Section 2.17 (including by the payment of paid additional amounts pursuant to this Section 2.17Paragraph 6, the Bank shall promptly after the date of such receipt pay over the amount of such refund to such Applicant (but only to the extent of additional amounts paid by the Applicant under this Paragraph 6 with respect to the Covered Taxes giving rise to such refund), then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses of the Bank (including Taxes) of additional Taxes attributable to such Lender, the Administrative Agent or the Collateral Agentrefund, as determined in good faith by the case may be, Bank) and without interest (other than any interest received thereon from interest, if any, paid by the relevant Governmental Authority taxing authority with respect to such refund) as the Lender, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor). Any Applicant shall, upon demand, repay to the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the Bank any amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed Applicant by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent Bank in the event the Lender, the Administrative Agent or the Collateral Agent Bank is required to repay any portion of such refund to such Governmental Authoritytaxing authority. In such event, such Lender, Nothing in this Paragraph 6 shall entitle any Applicant to have access to the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence records of the requirement to repay such refund received from the relevant Governmental Authority (provided that such LenderBank, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lendersincluding, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17without limitation, tax returns. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to the Borrower and the Administrative Agent two copies of an IRS Form W-9 (or substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence of a change in the U.S. ▇▇▇▇▇▇’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent. (i) If a payment made to any Lender or any Agent under this Agreement or any other Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or such Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or such Agent shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 2.17(i), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Net Payments. (a) Any and all All payments to be made by or on behalf of the Borrower or any Guarantor Company under this Agreement or any other the Loan Document Documents shall be made free and clear of, and without deduction of, or withholding for for, or on account of, any Taxes; provided that if Tax of any applicable Withholding Agent shall determine (in such Withholding Agent’s good faith discretion) that it is or may be required by applicable Requirements of Law to deduct or withhold 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 paymentsother 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, then “Taxes” shall mean all present or future taxes (iother than net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the applicable Withholding Agent may make Bank as a result of a present or former connection between the Bank and the jurisdiction of the Governmental Body imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Bank having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document)) or capital duties, imposts, levies, fees and charges, deductions or withholdings as are determined by the applicable Withholding Agent in such Withholding Agent’s good faith discretion to be required of any kind now or hereafter imposed, levied, collected, withheld or assessed by any applicable Requirement of Law, (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Requirements of Law, and (iii) to the extent withholding or deduction is required to be made on account of Indemnified Body. Whenever any Taxes or Other Taxes, the sum are payable by the Borrower or such Guarantor shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings applicable to additional sums payable under this Section 2.17) the Administrative Agent, the Collateral Agent or the applicable LenderCompany, as promptly as possible thereafter the case may be, receives an amount equal Company shall send to the sum it would have received had no such deductions or withholdings been made. After any payment of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided in this Section 2.17Bank for its own account, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or 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 fails to remit to the Bank the required receipts or other required documentary evidence, the Company shall indemnify the Bank for such Taxes and any incremental taxes, interest or penalties that may become payable by the Bank as a receipt issued by such Governmental Authority evidencing such payment, a copy result of any return required by law to report such payment or other evidence of such payment reasonably satisfactory to the Borrower, the Administrative Agent or the applicable Lenders, as the case may be. (b) The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Requirements of Law, or at the option of the Administrative Agent timely reimburse it for the payment of any Other Taxes (whether or not such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority). (c) The Borrower shall indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent, the Collateral Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17), and any reasonable 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 setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. (d) Each Lender shall deliver to the Borrower and the Administrative Agent, at such time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirementsfailure. Notwithstanding the above or anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than as required pursuant to Section 2.17(e)(i)(A), (B) or (C)), 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. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender with respect to any Loan made to the Borrower shall, to the extent it is legally eligible to do so: (i) deliver to the Borrower and the Administrative Agent, on or prior to the date on which such Lender becomes a Lender under this Agreement, two copies of (A) in if the case of Bank assigns or participates any rights to a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) Bank Transferee or 881(c) a Special Participant and there is a requirement to withhold Taxes arising out of the Code or in connection with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any applicable successor form) (together with a certificate substantially in the form of Exhibit D-1, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (a “Non-Bank Tax Certificate”), representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of Bank’s or Special Participant’s assignment or participation in the Code, is not a “10 percent shareholder” (within Credit or the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not a CFC related to the Borrower as described in Section 881(c)(3)(C) of the Code) and the interest payments in question are not effectively connected with the conduct by such Lender of a trade making or business within the United States), (B) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed maintaining by such Non-U.S. Lender and, to the extent applicable, claiming complete exemption from, Bank or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (or Special Participant of any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more of the partners is claiming portfolio interest treatmentAdvance hereunder, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; provided that such other form and supplementary documentation described in this clause (D) Company 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; and (ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a material change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent shall deliver to the Borrower (x)(I) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. (f) If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses (including Taxes) of such Lender, the Administrative Agent or the Collateral Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lender, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay increase the amount paid over to the Borrower or such Guarantor (plus any penalties, of interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to the Borrower and the Administrative Agent two copies of an IRS Form W-9 (or substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence of a change in the U.S. ▇▇▇▇▇▇’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent. (i) If a payment made to any Lender or any Agent charge payable under this Agreement or any other Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender off-set the withheld Taxes. Notwithstanding anything to the contrary in this Agreement or such Agent were any other Loan Document, and notwithstanding any changes in Applicable Law, from time to fail to comply with time, the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) Company and the Bank acknowledge and agree that the Bank shall satisfy, on behalf of the CodeCompany and the Bank, as applicable)any requirement to withhold federal Taxes under the Code (and duly record such withholding) with respect to payments made by the Company to the Bank arising out of, resulting from or otherwise in connection with any participation by BLL or any other member of the Bank Leumi Group (other than, for the avoidance of doubt, the Bank itself) in any Advance or any other portion of the Credit, and accordingly, the Company is not required to, and agrees not to, withhold any federal Taxes with respect to any such payments, and the Bank agrees that the Company is not directly or indirectly responsible for any so-called gross-up of interest pursuant to this clause 17.9 or otherwise; provided, however, if, due to any change in Applicable Law the Bank is no longer able to perform such withholding function, then the Company shall be required to do so, but to avoid all doubt, such Lender requirement shall not impose, and shall not be deemed or such Agent shall deliver 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 Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested extent specifically provided for in this clause 17.9. All payments to be made by the Borrower Company under the Loan Documents shall be calculated and made free and clear of, and without any deduction for, or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower on account of, any set-off or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 2.17(i), “FATCA” shall include any amendments made to FATCA after the date of this Agreementcounterclaim.

Net Payments. (a) Any and all All payments made by or on behalf of the Borrower hereunder or under any Guarantor under this Agreement Note will be made without setoff, counterclaim or any other Loan Document shall defense. All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed on or measured by the net income or net profits of any Lender or its applicable lending office, or any branch or affiliate thereof, and all franchise taxes, branch taxes, taxes on doing business or taxes on the overall capital or net worth of any Lender or its applicable lending office, or any branch or affiliate thereof, or similar taxes, in each case imposed by the applicable taxing authority pursuant to the laws of the jurisdiction (or any political subdivision thereof or therein) in which such Lender, applicable lending office, branch or affiliate is organized, located or carries on business, or in which its principal executive office is located) (all such taxes, levies, imposts, duties, fees, assessments or other charges and related interest and penalties being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Note, after withholding or deduction for or on account of, of any Taxes, will not be less than the amount provided for herein or in such Note; provided that if any applicable Withholding Agent shall determine (in such Withholding Agent’s good faith discretion) that it is or may the Borrower will not be required by applicable Requirements of Law to deduct or withhold pay any Taxes from such payments, then additional amounts that are (i) the applicable Withholding Agent may make such deductions or withholdings as are determined by the applicable Withholding Agent in such Withholding Agent’s good faith discretion attributable to be required by any applicable Requirement of Lawa Lender's failure to comply with subsection (b) below, (ii) the applicable Withholding Agent shall timely pay the full amount deducted described in Section 3.5(d) or withheld to the relevant Governmental Authority in accordance with applicable Requirements of Law, and (iii) attributable to the extent withholding or deduction is required a Lender's failure to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the a Basel Bank. The Borrower or such Guarantor shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings applicable to additional sums payable under this Section 2.17) the Administrative Agent, the Collateral Agent or the applicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made. After any payment of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided in this Section 2.17, the Borrower shall deliver will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender; provided, that for any period with respect to which such Lender has failed to provide the Borrower with the appropriate documentation described under Section 3.5(b), such Lender shall not be entitled to indemnification under Section 3.5(a). A certificate as to the amount of any such required indemnification payment prepared in good faith by such Lender or the Administrative Agent shall deliver to the Borrowerbe final, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by law to report such payment or other evidence of such payment reasonably satisfactory to the Borrower, the Administrative Agent or the applicable Lenders, as the case may beconclusive and binding for all purposes absent demonstrable error. (b) The Borrower shall timely pay Each Lender that is entitled to an exemption or reduction of any Taxes under the relevant Governmental Authority in accordance with laws of the applicable Requirements of Lawtaxing jurisdiction, or at the option of the Administrative Agent timely reimburse it for the payment of any Other Taxes (whether or not such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority). (c) The Borrower shall indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent, the Collateral Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable treaty to amounts payable under this Section 2.17), and any reasonable 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 setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. (d) Each Lender shall deliver to the Borrower and the Administrative Agent, at such time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the 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 as required pursuant to Section 2.17(e)(i)(A), (B) or (C)), 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. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender with respect to any Loan made to the Borrower shall, to the extent it is legally eligible to do so: (i) deliver to the Borrower and the Administrative Agent, on or prior to the date on which such Lender becomes jurisdiction is a Lender under this Agreementparty, two copies of (A) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any applicable successor form) (together with a certificate substantially in the form of Exhibit D-1, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (a “Non-Bank Tax Certificate”), representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not a CFC related to the Borrower as described in Section 881(c)(3)(C) of the Code) and the interest payments in question are not effectively connected with the conduct by such Lender of a trade or business within the United States), (B) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Non-U.S. Lender and, to the extent applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (Agreement or any applicable successor form) and all necessary attachments (including under the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; provided that such other form and supplementary documentation described in this clause (D) 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; and (ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a material change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent Notes shall deliver to the Borrower (x)(I) prior with a copy to the date on which Administrative Agent) any documentation prescribed by applicable law that is necessary to permit such payments to be made without withholding or at a reduced rate. Any fees charged by the first payment Chilean authorities to a Lender in obtaining or filing such documentation shall be for the account of the Borrower. (c) If any Lender receives a refund in respect of any amounts paid by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. (f) If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant 3.5, which refund is allocable to this Section 2.17)such payment, then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, it shall reimburse promptly notify the Borrower or of such Guarantor for refund and shall promptly repay such amount (refund to the Borrower net of all reasonable out-of-pocket expenses (including Taxes) of such Lender; provided, the Administrative Agent or the Collateral Agenthowever, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lender, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such GuarantorBorrower, upon the request of the such Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or by such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent Lender in the event the Lender, the Administrative Agent or the Collateral Agent such Lender is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17refund. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to the Borrower and the Administrative Agent two copies of an IRS Form W-9 (or substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence of a change in the U.S. ▇▇▇▇▇▇’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent. (id) If a payment made to any Lender changes its residence, place of business or any Agent under this Agreement applicable lending office or takes any other Loan Document similar action and the effect of such change or action, as of the date thereof, would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or such Agent were increase the additional amounts that the Borrower is obligated to fail to comply with the applicable reporting requirements of FATCA (including those contained in pay under Section 1471(b) or 1472(b) of the Code, as applicable3.5(a), such Lender or such Agent shall deliver to the Borrower and shall not be obligated to pay the Administrative Agent at the time or times prescribed by law and at amount of such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 2.17(i), “FATCA” shall include any amendments made to FATCA after the date of this Agreementincrease.

Net Payments. (a) Any and all All payments made by or on behalf of the Borrower hereunder shall be made without setoff or any Guarantor under this Agreement or any other Loan Document counterclaim. All such payments shall be made free and clear of, 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 department, agency, state or other political subdivision or taxing authority thereof or therein (but excluding any tax imposed on or measured by the net income of a Lender pursuant to the laws of the jurisdiction in which the principal office or Payment Office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or Payment Office of such Lender is located) and all interest, penalties, or similar liabilities with respect thereto (collectively, Taxes). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment of amounts due hereunder, after withholding or deduction for or on account of, of any Taxes; , will not be less than the amounts provided that if any applicable Withholding Agent shall determine (in such Withholding Agent’s good faith discretion) that it is or may be required by applicable Requirements of Law to deduct or withhold any Taxes from such payments, then (i) the applicable Withholding Agent may make such deductions or withholdings as are determined by the applicable Withholding Agent in such Withholding Agent’s good faith discretion to be required by any applicable Requirement of Law, (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Requirements of Law, and (iii) to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings applicable to additional sums payable under this Section 2.17) the Administrative Agent, the Collateral Agent or the applicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been madefor herein. After any payment of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided in this Section 2.17, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by law to report such payment or other evidence of such payment reasonably satisfactory to the Borrower, the Administrative Agent or the applicable Lenders, as the case may be. (b) The Borrower shall timely pay furnish to the relevant Governmental Authority in accordance with applicable Requirements of LawAgent, or at within thirty (30) days after the option of the Administrative Agent timely reimburse it for date the payment of any Other Taxes (whether or not is due pursuant to applicable law, certified copies of tax receipts evidencing such Other Taxes were correctly or legally imposed or asserted payment by the relevant Governmental Authority). (c) Borrower. The Borrower shall indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days after and reimburse each Lender upon the written demand thereforrequest of such Lender setting forth the basis for requesting such amount, for the full amount of any Indemnified Taxes so levied or Other Taxes imposed on the Administrative Agentand paid by such Lender. In addition, the Collateral Agent Borrower agrees to pay any present or such Lenderfuture stamp or documentary taxes or any other excise or property taxes, as the case may be (including Indemnified Taxes charges or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17), and similar levies which arise from any reasonable 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 setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. (d) Each Lender shall deliver to the Borrower and the Administrative Agent, at such time or times reasonably requested made by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made Agent hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the 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 as required pursuant to Section 2.17(e)(i)(A), (B) or (C)), 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. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender with respect to any Loan made to the Borrower shall, to the extent it is legally eligible to do so: (i) deliver to the Borrower and the Administrative Agent, on or prior to the date on which such Lender becomes a Lender under this Agreement, two copies of (A) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any applicable successor form) (together with a certificate substantially in the form of Exhibit D-1, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (a “Non-Bank Tax Certificate”), representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not a CFC related to the Borrower as described in Section 881(c)(3)(C) of the Code) and the interest payments in question are not effectively connected with the conduct by such Lender of a trade or business within the United States), (B) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Non-U.S. Lender and, to the extent applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; provided that such other form and supplementary documentation described in this clause (D) 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; and (ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a material change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent shall deliver to the Borrower (x)(I) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. (f) If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses (including Taxes) of such Lender, the Administrative Agent or the Collateral Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lenderexecution, Administrative Agent delivery or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheldregistration of, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantorto, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to the Borrower and the Administrative Agent two copies of an IRS Form W-9 (or substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence of a change in the U.S. ▇▇▇▇▇▇’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent. (i) If a payment made to any Lender or any Agent under this Agreement or any other Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or such Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or such Agent shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 2.17(i), “FATCA” shall include any amendments made to FATCA after the date of this AgreementCredit Document.

Net Payments. (a) Any and all All payments made by Borrowers hereunder or on behalf of the Borrower or under any Guarantor under this Agreement or any other Loan Document shall be made without setoff, counterclaim, or other defense. To the extent permitted by applicable law, all payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall be made by Borrowers free and clear of, of and without deduction or withholding for for, or on account of, any Taxes; provided that if tax, duty, levy, impost, deduction, charge, withholding, or assessment now or hereinafter imposed by any applicable Withholding Agent shall determine Governmental Authority. (b) If any Borrower makes any payment hereunder or under any Loan Document in such Withholding Agent’s good faith discretion) that respect of which it is or may be required by applicable Requirements of Law law to deduct or withhold any Taxes, such Borrower shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes from such payments, then withheld (iand any taxes withheld or imposed with respect to the additional payments required under this Section 2.8(b)) the applicable Withholding amount paid to the Lender or Administrative Agent may make equals the amount that was payable hereunder or under any such deductions Loan Document without regard to this Section 2.8(b). To the extent any Borrower withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or withholdings as are determined by the applicable Withholding Agent in assessments on payments hereunder or under any Loan Document, such Withholding Agent’s good faith discretion to be required by any applicable Requirement of Law, (ii) the applicable Withholding Agent Borrower shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with within the time allowed for payment under applicable Requirements of Law, law and (iii) to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings applicable to additional sums payable under this Section 2.17) the Administrative Agent, the Collateral Agent or the applicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made. After any payment of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided in this Section 2.17, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver within 30 days after it has made payment to the Borrower, as the case may be, the original or a certified copy of such authority a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by law to report such payment authority (or other evidence of such payment reasonably satisfactory to the Borrower, the Administrative Agent or the applicable Lenders, as the case may be. (bAgent) The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Requirements of Law, or at the option of the Administrative Agent timely reimburse it for evidencing the payment of any Other Taxes (whether all amounts so required to be deducted or not withheld from such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority)payment. (c) The Borrower shall indemnify and hold harmless the If any Lender or Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days after written demand therefor, for the full amount is required by law to make any payments of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent, the Collateral Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable in relation to any amounts payable under this Section 2.17), and any reasonable expenses arising therefrom received 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 setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. (d) Each Lender shall deliver to the Borrower and the Administrative Agent, at such time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made receivable hereunder or under any other Loan Document are subject Document, or any Tax is assessed against a Lender or Administrative Agent with respect to Taxesamounts received or receivable hereunder or under any other Loan Document, each Borrower will indemnify such person against (Bi) if applicablesuch Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any Taxes imposed as a result of the receipt of the payment under this Section 2.8(c). A certificate prepared in good faith as to the amount of such payment by Lender or Administrative Agent shall, the required rate of withholding or deductionabsent manifest error, be final, conclusive, and binding on all parties. (Ci) To the extent permitted by applicable law, each Lender that is a Non-U.S. Participant shall deliver to the Funds Administrator and Administrative Agent on or prior to the Restatement Date (or in the case of a Lender that is an Assignee, on the date of such assignment to such Lender) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable form prescribed by the IRS) certifying to such Lender’s entitlement to any available a complete exemption from, or reduction ofa reduced rate in, applicable Taxes in respect of any United States withholding tax on interest payments to be made to such Lender by under this Agreement or any Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictionNote. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the 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 as required pursuant to Section 2.17(e)(i)(A), (B) or (C)), 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. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender with respect to any Loan made to the Borrower shall, to the extent it is legally eligible to do so: (i) deliver to the Borrower and the Administrative Agent, on or prior to the date on which such Lender becomes If a Lender under this Agreement, two copies of (A) in the case of that is a Non-U.S. Lender Participant is claiming a complete exemption from U.S. federal withholding tax under on interest pursuant to Section 871(h) or 881(c) of the Code Code, the Lender shall deliver (along with respect to payments two accurate and complete original signed copies of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any applicable successor form) (together with a certificate substantially in the form of Exhibit D-12.8(d)(i) (any such certificate, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (a “Non-Bank Tax Section 2.8(d)(i) Certificate”). In addition, representing each Lender that such is a Non-U.S. Participant agrees that from time to time after the Restatement Date, (or in the case of a Lender that is an Assignee, after the date of the assignment to such Lender), when a lapse in time (or change in circumstances occurs) renders the prior certificates hereunder obsolete or inaccurate in any material respect, such Lender shall, to the extent permitted under applicable law, deliver to the Funds Administrator and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 2.8(d)(i) Certificate, to confirm or establish the entitlement to such Lender or Administrative Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or any Note. (e) Each Lender that is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” Non-U.S. Participant (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not a CFC related to the Borrower as described in Section 881(c)(3)(C) of the Code) and the interest payments in question are not effectively connected with the conduct by other than any such Lender of which is taxed as a trade or business within the United States), (Bcorporation for U.S. federal income tax purposes) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case shall provide two properly completed and duly executed by such Non-U.S. Lender and, to the extent applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; provided that such other form and supplementary documentation described in this clause (D) 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; and (ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a material change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent shall deliver to the Borrower (x)(I) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. (f) If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses (including Taxes) of such Lender, the Administrative Agent or the Collateral Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lender, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to the Borrower and the Administrative Agent two copies of an IRS Form W-9 (or substitute any successor or successor other applicable form), properly completed ) to Funds Administrator and duly executed, Administrative Agent certifying that to such U.S. Lender or Administrative Agent is exempt from United States federal backup withholding (itax. To the extent that a form provided pursuant to this Section 2.8(e) on is rendered obsolete or prior inaccurate in any material respects as result of change in circumstances with respect to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence status of a change in the U.S. ▇▇▇▇▇▇’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Lender or Administrative Agent, and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent. (i) If a payment made to any Lender or any Agent under this Agreement or any other Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or such Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or such Administrative Agent shall shall, to the extent permitted by applicable law, deliver to the Borrower Funds Administrator and the Administrative Agent at revised forms necessary to confirm or establish the time entitlement to such Lender’s or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such ▇▇▇▇▇▇Agent’s obligations under FATCA or to determine the amount, if any, to deduct and withhold exemption from such payment. Solely for purposes of this Section 2.17(i), “FATCA” shall include any amendments made to FATCA after the date of this AgreementUnited States backup withholding tax.

Net Payments. (a) Any and All payments by Borrower hereunder to or for the benefit of any Lender or the Agent shall be made without setoff, counterclaim or other defense. Except as provided in Subsection 3.9.2 (b) below, all such payments made by or on behalf of the Borrower or any Guarantor under this Agreement or any other Loan Document shall will be made free and clear of, and without deduction or withholding for or on account offor, any Taxes; provided that if present or future taxes, levies, imposts, duties, fees, assessments, or other charges of whatever nature now or hereafter imposed by any applicable Withholding Agent shall determine jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed on or measured by the net income or profits of the Lender or the Agent, as the case may be, pursuant to the laws of the jurisdiction in such Withholding Agent’s good faith discretion) that which it is organized) together with all interest, penalties or may similar liabilities with respect thereto (collectively, "Covered Taxes"). If Borrower shall be required by applicable Requirements of Law law to deduct or withhold any Covered Taxes from such payments, then (i) any sum payable hereunder to any Lender or the applicable Withholding Agent may make such deductions or withholdings as are determined by the applicable Withholding Agent in such Withholding Agent’s good faith discretion to be required by any applicable Requirement of Law, (iiA) the applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Requirements of Law, and (iii) to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower or such Guarantor shall be increased as may be necessary so that after making all required deductions and withholdings have been made of Covered Taxes (including deductions or withholdings of Covered Taxes applicable to additional sums payable under this Section 2.17) the Administrative Agent, the Collateral Agent such Lender or the applicable LenderAgent, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (B) Borrower shall make such deductions and (C) Borrower shall pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable law. After any Borrower shall furnish to the Agent within 45 days after the date the payment of any Covered Taxes is due certified copies of tax receipts evidencing such payment by any Credit Party or Borrower. Borrower agrees to indemnify and hold harmless the Administrative Lenders and the Agent to a Governmental Authority as provided in this Section 2.17, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrowerand reimburse each of them, as the case may be, for the original amount of any Covered Taxes so levied or a certified copy imposed and paid by them. (b) Each Lender which is organized under the laws of a receipt issued by such Governmental Authority evidencing such paymentjurisdiction other than the United States or any State thereof (a "Foreign Lender") shall deliver to Agent and Borrower (i) two valid, a copy duly completed copies of any return required by law to report such payment IRS Form W-8ECI and W-8BEN or other evidence of such payment reasonably satisfactory to the Borrower, the Administrative Agent or the successor applicable Lendersform, as the case may be. (b) The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Requirements of Law, or at the option of the Administrative Agent timely reimburse it for the payment of any Other Taxes (whether or not such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority). (c) The Borrower shall indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent, the Collateral Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17), and any reasonable expenses arising therefrom other required form, certifying in each case that such Foreign Lender is entitled to receive payments under this Agreement and the Revolving Loan Notes payable to it without deduction or withholding of any United States federal income taxes or with respect theretosuch withholding imposed at a reduced rate (the "Reduced Rate"), whether or not such Indemnified Taxes (ii) a valid, duly completed IRS Form W-8 or Other Taxes were correctly W-9 or legally imposed or asserted by the relevant Governmental Authority. A certificate setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. (d) Each Lender shall deliver to the Borrower and the Administrative Agent, at such time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by successor applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agentform, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of establish an exemption from United States backup withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to tax. Each such Lender by any Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the 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 as required pursuant to Section 2.17(e)(i)(A), (B) or (C)), 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. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender with respect to any Loan made to the Borrower shall, to the extent it is legally eligible to do so: (i) also deliver to the Agent and Borrower and the Administrative Agent, on or prior to the date on which such Lender becomes a Lender under this Agreement, two copies of (A) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any applicable successor form) (together with a certificate substantially in the form of Exhibit D-1, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (a “Non-Bank Tax Certificate”), representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not a CFC related to the Borrower as described in Section 881(c)(3)(C) of the Code) and the interest payments in question are not effectively connected with the conduct by such Lender of a trade or business within the United States), (B) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Non-U.S. Lender and, to the extent applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; provided that such other form and supplementary documentation described in this clause (D) 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; and (ii) deliver to the Borrower and the Administrative Agent two further copies of said Form W-8ECI or W-8BEN and W-8 or W-9, or successor applicable forms, or other manner of required certification, as the case may be, on or before the date that any such form or certification (or any applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a material change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness of the related transfer, be otherwise is required to provide all the forms and statements required pursuant be resubmitted as a condition to this Section 2.17(e); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent shall deliver to the Borrower (x)(I) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its obtaining an exemption from U.S. Federal backup a required withholding of United States federal income tax or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on having such withholding imposed at the Reduced Rate or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. (f) If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses (including Taxes) of such Lender, the Administrative Agent or the Collateral Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lender, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to the Borrower and the Administrative Agent two copies of an IRS Form W-9 (or substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence of a change in the U.S. ▇▇▇▇▇▇’s circumstances requiring a change in the most recent form previously delivered by it to Borrower and Agent, and such extensions or renewals thereof as may reasonably be requested by Borrower and Agent, certifying (i) in the case of a Form W-8ECI or W-8BEN that such Lender is entitled to receive payments under this Agreement and the Revolving Loan Notes payable to it without deduction or withholding of any United States federal income taxes, unless in any such case any change in a tax treaty to which the United States is a party, or any change in law or regulation of the United States or official interpretation thereof has occurred after the Restatement Date and prior to the date on which any such delivery would otherwise be required that renders all such forms inapplicable or that would prevent such Foreign Lender from duly completing and delivering any such form with respect to it, and such Foreign Lender advises the Borrower and the Administrative Agent, and (iv) from time to time thereafter if reasonably requested by the Borrower Agent that it is not capable of receiving payments without any deduction or the Administrative Agent. (i) If a payment made to any Lender or any Agent under this Agreement or any other Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or such Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or such Agent shall deliver to the Borrower and the Administrative Agent at the time Reduced Rate, or times prescribed by law and at such time (ii) in the case of a Form W-8 or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCAW-9, to determine whether such Lender has or has not complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount, if any, to deduct and withhold establishing an exemption from such payment. Solely for purposes of this Section 2.17(i), “FATCA” shall include any amendments made to FATCA after the date of this AgreementUnited States backup withholding tax.

Net Payments. (a) Any and all All payments made by or on behalf of the Borrower hereunder or under any Guarantor under this Agreement Note will be made without setoff, counterclaim or any other Loan Document shall 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 or on account offor, any Taxes; provided that if any applicable Withholding Agent shall determine (in such Withholding Agent’s good faith discretion) that it is present or may be required by applicable Requirements future taxes, levies, imposts, duties, fees, assessments or other charges of Law to deduct whatever nature now or withhold any Taxes from such payments, then (i) the applicable Withholding Agent may make such deductions or withholdings as are determined by the applicable Withholding Agent in such Withholding Agent’s good faith discretion to be required hereafter imposed by any applicable Requirement of Law, (ii) the applicable Withholding Agent shall timely pay the full amount deducted jurisdiction or withheld to the relevant Governmental Authority in accordance with applicable Requirements of Law, and (iii) to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings applicable to additional sums payable under this Section 2.17) the Administrative Agent, the Collateral Agent or the applicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made. After any payment of Taxes by any Credit Party political subdivision or the Administrative Agent taxing authority thereof or therein with respect to a Governmental Authority as provided in this Section 2.17such payments (but excluding, the Borrower shall deliver with respect to the Administrative Agent or any Bank, except as provided in the Administrative Agent shall deliver to second succeeding sentence, any tax imposed on or measured by the Borrower, as the case may be, the original net income or a certified copy net profits of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by law to report such payment or other evidence of such payment reasonably satisfactory to the Borrower, the Administrative Agent or a Bank pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office is located, or in the case of any Bank, the applicable Lenderslending office of such Bank is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (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 case Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be. (b) 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. The Borrower shall timely pay will furnish to the relevant Governmental Authority in accordance with applicable Requirements of Law, or at the option of the Administrative Agent timely reimburse it for within 45 days after the date the payment of any Other Taxes (whether or not such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority). (c) The Borrower shall indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days after written demand therefor, for the full amount is due pursuant to applicable law certified copies of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent, the Collateral Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17), and any reasonable 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 setting forth in reasonable detail the basis and calculation of the amount of tax receipts evidencing such payment or liability delivered to the Borrower by a Lender, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. (d) Each Lender shall deliver to the Borrower and the Administrative Agent, at such time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the 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 as required pursuant to Section 2.17(e)(i)(A), (B) or (C)), 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. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender with respect to any Loan made to the Borrower shall, to the extent it is legally eligible to do so: (i) deliver to the Borrower and the Administrative Agent, on or prior to the date on which such Lender becomes a Lender under this Agreement, two copies of (A) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any applicable successor form) (together with a certificate substantially in the form of Exhibit D-1, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (a “Non-Bank Tax Certificate”), representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not a CFC related to the Borrower as described in Section 881(c)(3)(C) of the Code) and the interest payments in question are not effectively connected with the conduct by such Lender of a trade or business within the United States), (B) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Non-U.S. Lender and, to the extent applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; provided that such other form and supplementary documentation described in this clause (D) 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; and (ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a material change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent shall deliver to the Borrower (x)(I) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. (f) If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses (including Taxes) of such Lender, the Administrative Agent or the Collateral Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lender, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to the Borrower and the Administrative Agent two copies of an IRS Form W-9 (or substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence of a change in the U.S. ▇▇▇▇▇▇’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent. (i) If a payment made to any Lender or any Agent under this Agreement or any other Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or such Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or such Agent shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 2.17(i), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.the

Net Payments. (a) Any and all All payments made by the Guarantors hereunder will be made without setoff, counterclaim or other defense. All payments hereunder (including, without limitation, payments on behalf account of the Borrower or any Guarantor under this Agreement or any other Loan Document principal and interest and fees) shall be made by the Guarantors free and clear of, of and without deduction or withholding for or on account ofof any present or future tax, duty, levy, impost, assessment or other charge of whatever nature now or hereafter imposed by any Taxes; provided that if jurisdiction or by any applicable Withholding Agent shall determine (in such Withholding Agent’s good faith discretion) that it is political subdivision or may be taxing authority thereof or therein. If the Guarantors are required by applicable Requirements law to make any deduction or withholding of Law any taxes from any payment due hereunder, then the amount payable will be increased to deduct or withhold any Taxes such amount which, after deduction from such payments, then (i) the applicable Withholding Agent may make increased amount of all such deductions or withholdings as are determined by the applicable Withholding Agent in such Withholding Agent’s good faith discretion taxes required to be withheld or deducted therefrom, will not be less than the amount due and payable hereunder had no such deduction or withholding been required. (b) If the Guarantors make any payment hereunder in respect of which they are required by law to make any applicable Requirement deduction or withholding of Lawany taxes, (ii) the applicable Withholding Agent they shall timely pay the full amount to be deducted or withheld to the relevant Governmental Authority in accordance with taxation or other authority within the time allowed for such payment under applicable Requirements of Law, law and (iii) to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings applicable to additional sums payable under this Section 2.17) the Administrative Agent, the Collateral Agent or the applicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made. After any payment of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided in this Section 2.17, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver Funds, within 30 days after they have made such payment to the Borrowerapplicable authority, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority authority evidencing the payment to such authority of all amounts so required to be deducted or withheld from such payment, a copy of any return required by law to report such payment or other evidence of such payment reasonably satisfactory to the Borrower, the Administrative Agent or the applicable Lenders, as the case may be. (b) The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Requirements of Law, or at the option of the Administrative Agent timely reimburse it for the payment of any Other Taxes (whether or not such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority). (c) The Borrower shall indemnify and hold harmless Without prejudice to the Administrative Agentprovisions of subsection (a) of this paragraph 11, if either Guaranteed Party is required by law to make any payment on account of taxes on or in relation to any sum received or receivable hereunder by such Guaranteed Party, or any liability for taxes in respect of any such payment is imposed, levied or assessed against the Funds, the Collateral Agent Guarantors will promptly indemnify such person against such tax payment or liability, together with any interest, penalties and each Lender within ten expenses (10including counsel fees and expenses) Business Days after written demand thereforpayable or incurred in connection therewith, for the full amount of including any Indemnified Taxes or Other Taxes imposed tax on the Administrative Agent, the Collateral Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable Funds arising by virtue of payments under this Section 2.17)subsection (c) of this paragraph 11, and any reasonable expenses arising therefrom or computed in a manner consistent with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authoritysubsection (a) of this paragraph 11. A certificate setting forth in reasonable detail the basis and calculation of as to the amount of such payment or liability delivered to the Borrower by a Lendersuch Guaranteed Party, the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. (d) Each Lender shall deliver to the Borrower and the Administrative Agent, at such time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by be final, conclusive and binding upon all parties hereto for all purposes. Such Guaranteed Party agrees to use reasonable efforts to inform the Borrower or the Administrative Agent as will enable the 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 as required pursuant to Section 2.17(e)(i)(A), (B) or (C)), 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. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender with respect to any Loan made to the Borrower shall, to the extent it is legally eligible to do so: (i) deliver to the Borrower and the Administrative Agent, on or prior to the date on which such Lender becomes a Lender under this Agreement, two copies of (A) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any applicable successor form) (together with a certificate substantially in the form of Exhibit D-1, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (a “Non-Bank Tax Certificate”), representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not a CFC related to the Borrower as described in Section 881(c)(3)(C) of the Code) and the interest payments in question are not effectively connected with the conduct by such Lender of a trade or business within the United States), (B) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Non-U.S. Lender and, to the extent applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; provided that such other form and supplementary documentation described in this clause (D) 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; and (ii) deliver to the Borrower and the Administrative Agent two further copies Guarantors of any such form or certification (or taxes affecting it that are imposed by any applicable successor form) promptly jurisdiction after such form or certification expires or it becomes obsolete or invalid, after the occurrence aware of any event requiring a material change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Person from which the related participation shall have been purchased. In addition, to the extent it is legally eligible to do so, each Agent shall deliver to the Borrower (x)(I) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentationtaxes being imposed. (f) If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses (including Taxes) of such Lender, the Administrative Agent or the Collateral Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lender, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to the Borrower and the Administrative Agent two copies of an IRS Form W-9 (or substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence of a change in the U.S. ▇▇▇▇▇▇’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent. (i) If a payment made to any Lender or any Agent under this Agreement or any other Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or such Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or such Agent shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 2.17(i), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.