Common use of Net Payments Clause in Contracts

Net Payments. (i) All payments by the applicable Borrower or the Company under this Agreement shall be made without setoff or counterclaim and (unless, in the case of Competitive Bid Loans only, otherwise agreed to between the Borrower and the Bank making any such Competitive Bid Loan), in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any Governmental Authority, other than any tax on or measured by the net income of a Bank pursuant to the income tax laws of the United States or of the jurisdictions where such Bank's principal or Applicable Lending Office is located (collectively, "Taxes")) shall not be less than the amounts otherwise specified to be paid under this Agreement. If the applicable Borrower or the Company is required by law to make any deduction or withholding from any payment due hereunder, then the amount payable will be increased to such amount which, after deduction from such increased amount of all amounts required to be deducted or withheld therefrom, will not be less than the amount otherwise due and payable. Without prejudice to the foregoing, if any Bank or the Administrative Agent is required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America, any State or political subdivision thereof, or the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to Section 2. For purposes of this Section, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as to any additional amounts payable to a Bank under this Section 2.10(f) submitted to the Company by such Bank shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Taxes, the Company shall promptly furnish to each Bank such certificates, receipts and other documents as may be required (in the judgment of such Bank) to establish any tax credit to which such Bank may be entitled. (ii) Each Bank shall supply to the Company, within a reasonable period after the date of execution of this Agreement, executed copies of Internal Revenue Service Form W-8ECI or W-8BEN (which indicates that the respective Bank is entitled to receive interest exempt from United States withholding tax) or any successor Forms, and shall update such Forms as necessary in order to retain their effectiveness, to the extent each such Bank is legally entitled to execute and deliver either of such Forms. (iii) With respect to any Taxes which are paid by any Borrower in accordance with the provisions of this Section 2.10(f), each Bank receiving the benefits of such payments of Taxes hereby agrees to pay to such Borrower any amounts refunded to such Bank which such Bank determines in its sole discretion to be a refund in respect of such Taxes.

Net Payments. (i) All payments by the applicable Borrower or the Company under this Agreement Guarantee Payments required to be made hereunder shall be made by the Guarantor without setoff withholding or counterclaim and (unlessdeduction at source for, in the case of Competitive Bid Loans only, otherwise agreed to between the Borrower and the Bank making any such Competitive Bid Loan), in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of of, any present or future taxes, leviesfees, impostsduties, duties assessments or other governmental charges of whatsoever whatever nature imposed or levied by or on behalf of the Cayman Islands or Bermuda (each, a "taxing jurisdiction") or any Governmental Authoritypolitical subdivision or taxing authority thereof or therein, other than unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (i) the laws (or any tax on regulations or measured by the net income ruling promulgated thereunder) of a Bank pursuant taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (ii) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If a withholding or deduction at source is required, the Guarantor shall, subject to certain limitations and exceptions set forth below, pay to the income tax laws Holder of the United States any Preferred Security such Additional Amounts as may be necessary so that every Guarantee Payment made to such Holder, after such withholding or of the jurisdictions where such Bank's principal or Applicable Lending Office is located (collectivelydeduction, "Taxes")) shall not be less than the amounts otherwise specified amount provided for in this Guarantee Agreement to be paid under this Agreement. If then due and payable; provided, however, that the applicable Borrower Guarantor shall not be required to make payment of such Additional Amounts for or on account of: (1) any tax, fee, duty, assessment or governmental charge of whatever nature which would not have been imposed but for the fact that such Holder: (A) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or receipt of payment under, such Preferred Security; (B) presented such Preferred Security for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such Preferred Security could not have been presented for payment elsewhere; or (C) presented such Preferred Security more than thirty (30) days after the date on which the payment in respect of such Preferred Security first became due and payable or provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Preferred Security for payment on any day within such period of thirty (30) days; (2) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (3) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the Company is required beneficial owner of such Preferred Security to comply with any reasonable request by law the Guarantor or the Trust addressed to the Holder within 90 days of such request (A) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (B) to make any deduction declaration or withholding from other similar claim or satisfy any payment due hereunderinformation or reporting requirement, then the amount payable will be increased to such amount which, after deduction in the case of (A) or (B), is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such increased amount tax, assessment or other governmental charge; or (4) any combination of all amounts required items (1), (2) and (3); nor shall Additional Amounts be paid with respect to be deducted any Guarantee Payment to any Holder who is a fiduciary or withheld therefrom, will not be less partnership or other than the amount otherwise due and payable. Without prejudice sole beneficial owner of the related Preferred Security to the foregoing, if any Bank or the Administrative Agent is extent such payment would be required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America, any State relevant taxing jurisdiction (or political subdivision thereof, or the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of any a beneficiary or partner or settlor with respect to such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to fiduciary or on behalf a member of such Bank pursuant partnership or a beneficial owner who would not have been entitled to Section 2. For purposes of this Section, such Additional Amounts had it been the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as to any additional amounts payable to a Bank under this Section 2.10(f) submitted to the Company by such Bank shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Taxes, the Company shall promptly furnish to each Bank such certificates, receipts and other documents as may be required (in the judgment Holder of such Bank) to establish any tax credit to which such Bank may be entitledPreferred Security. (ii) Each Bank shall supply to the Company, within a reasonable period after the date of execution of this Agreement, executed copies of Internal Revenue Service Form W-8ECI or W-8BEN (which indicates that the respective Bank is entitled to receive interest exempt from United States withholding tax) or any successor Forms, and shall update such Forms as necessary in order to retain their effectiveness, to the extent each such Bank is legally entitled to execute and deliver either of such Forms. (iii) With respect to any Taxes which are paid by any Borrower in accordance with the provisions of this Section 2.10(f), each Bank receiving the benefits of such payments of Taxes hereby agrees to pay to such Borrower any amounts refunded to such Bank which such Bank determines in its sole discretion to be a refund in respect of such Taxes.

Net Payments. All payments of principal of and premium, if any, interest (including any Additional Interest) and any other amounts on, or in respect of, the Securities of any series or any Coupon appertaining thereto shall be made by the Guarantor without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Cayman Islands or Bermuda (each, a "taxing jurisdiction") or any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (i) All payments the laws (or any regulations or ruling promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (ii) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If a withholding or deduction at source is required, the Guarantor shall, subject to certain limitations and exceptions set forth below, pay to the Holder of any such Security or any Coupon appertaining thereto such Additional Amounts as may be necessary so that every net payment of principal, premium, if any, interest or any other amount made to such Holder, after such withholding or deduction, shall not be less than the amount provided for in such Security, any Coupons appertaining thereto and this Indenture to be then due and payable; provided, however, that the Guarantor shall not be required to make payment of such Additional Amounts for or on account of: (1) any tax, fee, duty, assessment or governmental charge of whatever nature which would not have been imposed but for the fact that such Holder: (A) was a resident, domiciliary or national of, or engaged in business or maintained a permanent 101 establishment or was physically present in, the relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or receipt of payment under, such Security; (B) presented such Security for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such Security could not have been presented for payment elsewhere; or (C) presented such Security more than thirty (30) days after the date on which the payment in respect of such Security first became due and payable or provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Security for payment on any day within such period of thirty (30) days; (2) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (3) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the applicable Borrower Holder or the Company under this Agreement shall be made without setoff beneficial owner of such Security to comply with any reasonable request by the Guarantor addressed to the Holder within 90 days of such request (A) to provide information concerning the nationality, residence or counterclaim and identity of the Holder or such beneficial owner or (unlessB) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of Competitive Bid Loans only(A) or (B), otherwise agreed is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a precondition to between exemption from all or part of such tax, assessment or other governmental charge; or (4) any combination of items (1), (2) and (3); nor shall Additional Amounts be paid with respect to any payment of the Borrower and the Bank making principal of, or premium, if any, interest or any other amounts on, any such Competitive Bid Loan)Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such Security to the extent such payment would be required by the laws of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder of the Security. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium, interest or any other amounts on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, at least 10 days prior to the first Interest Payment Date with respect to a series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Guarantor's Officer's Certificate, the Guarantor shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, a Guarantor's Officer's Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, interest or any other amounts as may on the Securities of such series shall be necessary in order that all made to Holders of Securities of such payments (after deduction series or the Coupons appertaining thereto without withholding for or on account of any present or future taxestax, leviesfee, impostsduty, duties assessment or other charges of whatsoever nature imposed by any Governmental Authority, other than any tax on or measured by the net income of a Bank pursuant to the income tax laws of the United States or of the jurisdictions where such Bank's principal or Applicable Lending Office is located (collectively, "Taxes")) shall not be less than the amounts otherwise specified to be paid under governmental charge described in this AgreementSection 17.2. If the applicable Borrower or the Company is required by law to make any deduction or such withholding from any payment due hereundershall be required, then such Guarantor's Officer's Certificate shall specify by taxing jurisdiction the amount payable will be increased to such amount whichamount, after deduction from such increased amount of all amounts if any, required to be deducted withheld on such payments to such Holders of Securities or withheld therefrom, will not be less than the amount otherwise due and payable. Without prejudice to the foregoing, if any Bank or the Administrative Agent is required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America, any State or political subdivision thereof, or the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to Section 2. For purposes of this Section, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as to any additional amounts payable to a Bank under this Section 2.10(f) submitted to the Company by such Bank shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Taxes, the Company shall promptly furnish to each Bank such certificates, receipts and other documents as may be required (in the judgment of such Bank) to establish any tax credit to which such Bank may be entitled. (ii) Each Bank shall supply to the Company, within a reasonable period after the date of execution of this Agreement, executed copies of Internal Revenue Service Form W-8ECI or W-8BEN (which indicates that the respective Bank is entitled to receive interest exempt from United States withholding tax) or any successor FormsCoupons, and shall update such Forms as necessary in order to retain their effectiveness, to the extent each such Bank is legally entitled to execute and deliver either of such Forms. (iii) With respect to any Taxes which are paid by any Borrower in accordance with the provisions of this Section 2.10(f), each Bank receiving the benefits of such payments of Taxes hereby Guarantor agrees to pay to the Trustee or such Borrower Paying Agent the Additional Amounts required by this Section 17.2. The Guarantor covenants to indemnify the Trustee and any amounts refunded Paying Agent for, and to such Bank which such Bank determines hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in its sole discretion connection with actions taken or omitted by any of them in reliance on any Guarantor's Officer's Certificate furnished pursuant to be a refund in respect of such Taxesthis Section 17.2.

Net Payments. (i) All payments by of principal of and premium, if any, interest and any other amounts on, or in respect of, the applicable Borrower or the Company under this Agreement Securities of any series shall be made by the Guarantor without setoff withholding or counterclaim and (unlessdeduction at source for, in the case of Competitive Bid Loans only, otherwise agreed to between the Borrower and the Bank making any such Competitive Bid Loan), in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of of, any present or future taxes, leviesfees, impostsduties, duties assessments or other governmental charges of whatsoever whatever nature imposed or levied by or on behalf of Bermuda, or another jurisdiction in which the Issuer or Guarantor, or a successor of any Governmental Authorityof them, other than any is organized, is resident or engaged in business for tax purposes or through which payments are made on or measured in connection with the Securities, (the “taxing jurisdiction”) or any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (i) the net income laws (or any regulations or ruling promulgated thereunder) of a Bank pursuant taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (ii) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If a withholding or deduction at source is required, the Guarantor shall, subject to certain limitations and exceptions set forth below, pay to the income tax laws Holder of the United States any such Security such additional amounts as may be necessary so that every net payment of principal, premium, if any, interest or of the jurisdictions where any other amount made to such Bank's principal Holder, after such withholding or Applicable Lending Office is located (collectivelydeduction, "Taxes")) shall not be less than the amounts otherwise specified amount provided for in such Security, and this Indenture to be paid under this Agreement. If then due and payable; provided, however, that the applicable Borrower Guarantor shall not be required to make payment of such additional amounts for or on account of: (a) any tax, fee, duty, assessment or governmental charge of whatever nature which would not have been imposed but for the fact that such Holder: (A) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or receipt of payment under, such Security; (B) presented such Security for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such Security could not have been presented for payment elsewhere; or (C) presented such Security more than thirty (30) days after the date on which the payment in respect of such Security first became due and payable or provided for, whichever is later, except to the extent that the Holder would have been entitled to such additional amounts if it had presented such Security for payment on any day within such period of thirty (30) days; (b) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (c) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the Company is required beneficial owner of such Security to comply with any reasonable request by law the Guarantor addressed to the Holder within 90 days of such request (A) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (B) to make any deduction declaration or withholding other similar claim or satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or (d) any combination of items (a), (b) and (c); (e) nor shall additional amounts be paid with respect to any payment due hereunderof the principal of, then the amount payable will be increased or premium, if any, interest or any other amounts on, any such Security to such amount which, after deduction from such increased amount of all amounts required to be deducted any Holder who is a fiduciary or withheld therefrom, will not be less partnership or other than the amount otherwise due and payable. Without prejudice sole beneficial owner of such Security to the foregoing, if any Bank or the Administrative Agent is extent such payment would be required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America, any State relevant taxing jurisdiction (or political subdivision thereof, or the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such additional amounts had it been the Holder of the Security. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium, interest or any other amounts on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such jurisdiction as such Bank mention shall determine are payable be deemed to include mention of the payment of additional amounts provided by such Bank in respect of Taxes paid to or on behalf the terms of such Bank series established hereby or pursuant to Section 2. For purposes of this Section, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as to any additional amounts payable to a Bank under this Section 2.10(f) submitted to the Company by such Bank shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Taxes, the Company shall promptly furnish to each Bank such certificates, receipts and other documents as may be required (in the judgment of such Bank) to establish any tax credit to which such Bank may be entitled. (ii) Each Bank shall supply to the Company, within a reasonable period after the date of execution of this Agreement, executed copies of Internal Revenue Service Form W-8ECI or W-8BEN (which indicates that the respective Bank is entitled to receive interest exempt from United States withholding tax) or any successor Forms, and shall update such Forms as necessary in order to retain their effectiveness, hereto to the extent each that, in such Bank is legally entitled to execute and deliver either of such Forms. (iii) With context, additional amounts are, were or would be payable in respect to any Taxes which are paid by any Borrower in accordance with the provisions of this Section 2.10(f), each Bank receiving the benefits of such payments of Taxes hereby agrees to pay thereof pursuant to such Borrower terms, and express mention of the payment of additional amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of additional amounts refunded to in those provisions hereof where such Bank which such Bank determines in its sole discretion to be a refund in respect of such Taxesexpress mention is not made.

Net Payments. (i) All payments by Subject to Article 17, the applicable Borrower or Guarantor will pay to Holders of the Company under this Agreement shall be made without setoff or counterclaim and (unless, in the case of Competitive Bid Loans only, otherwise agreed to between the Borrower and the Bank making any Securities such Competitive Bid Loan), in such amounts Additional Amounts as may be necessary in order that all such payments every net payment of principal, premium, if any, Change of Control Purchase Price, Redemption Price, or interest or delivery of shares (including cash in lieu of fractional shares) in respect of any Securities, after deduction or withholding for or on account of any present or future taxestax, levies, imposts, duties assessment or other charges governmental charge imposed upon or as a result of whatsoever nature imposed such payment by (i) Bermuda or Ireland or any Governmental Authoritypolitical subdivision or governmental authority thereof or therein having power to tax, (ii) any jurisdiction from or through which payment is made, or any political subdivision or governmental authority thereof or therein having the power to tax, or (iii) any other than any tax on jurisdiction in which the Guarantor is organized or measured by the net income of a Bank pursuant to the income tax laws of the United States or of the jurisdictions where such Bank's principal or Applicable Lending Office is located (collectively, "Taxes")) shall not be less than the amounts otherwise specified considered to be paid under this Agreement. If a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the applicable Borrower or the Company is required by law power to make any deduction or withholding from any payment due hereunder, then the amount payable will be increased to such amount which, after deduction from such increased amount of all amounts required to be deducted or withheld therefrom, tax will not be less than the amount otherwise provided for in such Securities to be then due and payable. Without prejudice ; provided, however, that the foregoing obligation to the foregoingpay Additional Amounts will not apply (a) with respect to any Security presented for payment by, if any Bank or the Administrative Agent on behalf of, a Holder who is required to make any payment on account of Taxesliable for such taxes, the Company willduties, upon notification by the Bank assessments or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred other governmental charges in connection therewith. The Company shall also reimburse each Bank, upon the written request respect of such Bank, for taxes imposed on or measured Securities by the net income reason of such Bank pursuant to the laws of the United States of AmericaHolder being a resident, any State domiciliary or political subdivision thereofnational of, or the jurisdiction engaging in which the principal office business or lending office of such Bank is located maintaining a permanent establishment or under the laws of being physically present in, a Relevant Taxing Jurisdiction, or any political subdivision or taxing authority of thereof or therein, or otherwise having some connection with a Relevant Taxing Jurisdiction, or any such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to political subdivision or on behalf taxing authority thereof or therein, other than the mere holding of such Bank Securities; (b) to any tax, assessment or other governmental charge which would not have been imposed but for the fact that such Holder (i) presented its Securities for payment more than 30 days after the Relevant Date, except to the extent that the Holder would have been entitled to Additional Amounts if it had presented such Securities for payment on any day within the 30-day period or (ii) presented such Securities for payment in the Relevant Taxing Jurisdiction, unless such Securities could not have been presented for payment elsewhere; (c) to any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply, following a request by the Company or the Guarantor to the Holder, with any certification, identification or reporting requirements concerning the nationality, residence, identity or connection with a Relevant Taxing Jurisdiction, or any political subdivision thereof or taxing authority thereof or therein, of the Holder of the Securities, if compliance is required by statute or by regulation of a Relevant Taxing Jurisdiction, or any political subdivision or taxing authority thereof or therein, as a precondition to exemption from such tax, assessment or other governmental charge; (d) with respect to any Holder that has elected not to permit redemption of its Securities pursuant to Section 211.8; (e) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (f) any tax, assessment or other governmental charge that is payable other than by withholding or deduction at source; or (g) any combination of clauses (a) through (f) above. For purposes of this SectionIn addition, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as Guarantor will not pay Additional Amounts with respect to any additional amounts payable to a Bank under this Section 2.10(f) submitted to the Company by such Bank shallpayment of principal of, absent manifest erroror premium, be finalif any, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Taxes, the Company shall promptly furnish to each Bank such certificates, receipts and other documents as may be required (in the judgment of such Bank) to establish any tax credit to which such Bank may be entitled. (ii) Each Bank shall supply to the Company, within a reasonable period after the date of execution of this Agreement, executed copies of Internal Revenue Service Form W-8ECI or W-8BEN (which indicates that the respective Bank is entitled to receive interest exempt from United States withholding tax) or any successor Formsother amounts on, and shall update such Forms as necessary in order any Security to retain their effectivenessany Holder who is a fiduciary, partnership, limited liability company or other than the sole beneficial owner of a Security, to the extent each the payment would be required by the laws of the Relevant Taxing Jurisdiction, or any political subdivision or relevant taxing authority thereof or therein, to be included in the income for tax purposes of a beneficiary, partner, member or settlor with respect to such Bank is legally fiduciary or a member of such partnership or limited liability company or a beneficial owner who would not have been entitled to execute and deliver either of such FormsAdditional Amounts had it been the Holder. (iii) With respect to any Taxes which are paid by any Borrower in accordance with the provisions of this Section 2.10(f), each Bank receiving the benefits of such payments of Taxes hereby agrees to pay to such Borrower any amounts refunded to such Bank which such Bank determines in its sole discretion to be a refund in respect of such Taxes.

Net Payments. (ia) All Subject to the following sentence, all payments made by or on behalf of the applicable Borrower or the Company under this Agreement or any other Credit Document shall be made free and clear of, and without setoff or counterclaim and (unless, in the case of Competitive Bid Loans only, otherwise agreed to between the Borrower and the Bank making any such Competitive Bid Loan), in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of of, any present current or future income, stamp or other taxes, levies, imposts, duties duties, charges, fees, deductions or other charges of whatsoever nature imposed withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (i) net income taxes and franchise taxes (imposed in lieu of net income taxes) and capital taxes imposed on the Administrative Agent or any Lender and (ii) any taxes imposed on the Administrative Agent or any Lender as a result of a current or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any tax on such connection arising solely from the Administrative Agent or measured by such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) are required to be withheld from any amounts payable under this Agreement, the net income of a Bank pursuant Borrower shall increase the amounts payable to the income tax laws Administrative Agent or such Lender to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the United States rates or of in the jurisdictions where such Bank's principal or Applicable Lending Office is located (collectivelyamounts specified in this Agreement; provided, "Taxes")) however, that the Borrower shall not be less than the amounts otherwise specified to be paid under this Agreement. If the applicable Borrower or the Company is required by law to make any deduction or withholding from any payment due hereunder, then the amount payable will be increased to such amount which, after deduction from such increased amount of all amounts required to be deducted or withheld therefrom, will increase any such amounts payable to any Lender that is not be less than the amount otherwise due and payable. Without prejudice to the foregoing, if any Bank or the Administrative Agent is required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to organized under the laws of the United States of AmericaAmerica or a state thereof (a “Non-U.S. Lender”) if such Lender fails to comply with the requirements of paragraph (b) of this Section 5.4. Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt (or other evidence acceptable to such Lender, acting reasonably) received by the Borrower showing payment thereof. If the Borrower fails to pay any State Non-Excluded Taxes when due to the appropriate taxing authority or political subdivision thereoffails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower shall indemnify the Administrative Agent and the Lenders for any incremental taxes, interest, costs or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure. The agreements in this Section 5.4(a) shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) Each Non-U.S. Lender shall: (i) deliver to the Borrower and the Administrative Agent two copies of either (x) in the case of Non-U.S. Lender claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, United States Internal Revenue Service Form W-8BEN (together with a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), or (y) Internal Revenue Service Form W-8BEN or Form W-8ECI, 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 jurisdiction Borrower under this Agreement; (ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower; and (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Borrower or the Administrative Agent; unless in any such case any change in treaty, law or regulation has occurred prior to the date on which any such delivery would otherwise be required that renders any such form inapplicable or would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender so advises the Borrower and the Administrative Agent. Each Person that shall become a Participant pursuant to Section 15.6 or a Lender pursuant to Section 15.6 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 5.4(b), provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Lender from which the principal office related participation shall have been purchased. (c) The Borrower shall not be required to indemnify any Non-U.S. Lender, or lending office to pay any additional amounts to any Non-U.S. Lender, in respect of U.S. Federal withholding tax pursuant to paragraph (a) above to the extent that (i) the obligation to withhold amounts with respect to U.S. Federal withholding tax existed on the date such Bank Non-U.S. Lender became a party to this Agreement (or, in the case of a Participant that is located or not organized under the laws of the United States of America or a state thereof (a “Non-U.S. Participant”), on the date such Non-U.S. Participant became a Participant hereunder); provided, however, that this clause (i) shall not apply to the extent that (x) the indemnity payments or additional amounts any political subdivision Lender (or taxing authority Participant) would be entitled to receive (without regard to this clause (i)) do not exceed the indemnity payment or additional amounts that the person making the assignment, participation or transfer to such Lender (or Participant) would have been entitled to receive in the absence of such assignment, participation or transfer, or (y) such assignment, participation or transfer had been requested by the Borrower or, (ii) the obligation to pay such additional amounts would not have arisen but for a failure by such Non-U.S. Lender or Non-U.S. Participant to comply with the provisions of paragraph (b) above or (iii) any of the representations or certifications made by a Non-U.S. Lender or Non-U.S. Participant pursuant to paragraph (b) above are incorrect at the time a payment hereunder is made, other than by reason of any change in treaty, law or regulation having effect after the date such jurisdiction representations or certifications were made. (d) If the Borrower determines in good faith that a reasonable basis exists for contesting any taxes for which indemnification has been demanded hereunder, the relevant Lender or the Administrative Agent, as applicable, shall cooperate with such Bank shall determine are payable Borrower in challenging such taxes at Borrower’s expense if so requested by such Bank in respect Borrower. If any Lender or the Administrative Agent receives a refund of Taxes paid to or on behalf of such Bank a tax for which a payment has been made by the Borrower pursuant to Section 2. For purposes of this SectionAgreement, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as to any additional amounts payable to a Bank under this Section 2.10(f) submitted to the Company by such Bank shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Taxes, the Company shall promptly furnish to each Bank such certificates, receipts and other documents as may be required (which refund in the good faith judgment of such BankLender or the Administrative Agent, as the case may be, is attributable to such payment made by such Borrower, then such Lender or the Administrative Agent, as the case may be, shall reimburse the Borrower for such amount (together with any interest received thereon) as such Lender or the Administrative Agent, as the case may be, determines to establish be the proportion of the refund as will leave it, after such reimbursement, in no better or worse position than it would have been in if the payment had not been required. Any Lender or the Administrative Agent shall claim any refund that it determines is available to it, unless it concludes in its reasonable discretion that it would be adversely affected by making such a claim. Neither any Lender nor the Administrative Agent shall be obliged to disclose any information regarding its tax credit affairs or computations to which such Bank may be entitledthe Borrower in connection with this paragraph (d) or any other provision of this Section 5.4. (iie) Each Bank shall supply to the CompanyLender represents and agrees that, within a reasonable period after on the date of execution hereof and at all times during the term of this Agreement, executed copies it is not and will not be a conduit entity participating in a conduit financing arrangement (as defined in Section 7701(1) of Internal Revenue Service Form W-8ECI or W-8BEN (which indicates that the respective Bank is entitled to receive interest exempt from United States withholding taxCode and the regulations thereunder) or any successor Forms, and shall update such Forms as necessary in order to retain their effectiveness, with respect to the extent each such Bank is legally entitled to execute and deliver either of such Forms. (iii) With respect to any Taxes which are paid by any Borrowings hereunder unless the Borrower in accordance with the provisions of this Section 2.10(f), each Bank receiving the benefits of such payments of Taxes hereby agrees to pay has consented to such Borrower any amounts refunded to such Bank which such Bank determines in its sole discretion to be a refund in respect of such Taxesarrangement prior thereto.

Net Payments. (i) A. All payments made by the applicable Borrower hereunder or under any Loan Document will be made without setoff, counterclaim or other defense. All payments hereunder and under any of the Company under this Agreement Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall be made without setoff or counterclaim and (unless, in the case of Competitive Bid Loans only, otherwise agreed to between by the Borrower free and the Bank making any such Competitive Bid Loan), in such amounts as may be necessary in order that all such payments (after clear of and without deduction or withholding for or on account of any present or future taxestax, leviesduty, impostslevy, duties impost, assessment or other charges charge of whatsoever whatever nature now or hereafter imposed by any Governmental Authority, other than but excluding therefrom (i) any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu of a Bank pursuant to net income taxes) of the income tax laws Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender is incorporated or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the jurisdictions where tax rate then in effect) on the Closing Date or to which such Bank's Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or Applicable Lending Office lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is located imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (collectivelyvii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, "Taxes")) shall not be less other than the amounts otherwise specified tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to be paid under this Agreementas “Tax” or “Taxes”). If the applicable Borrower or the Company is required by law to make any deduction or withholding of any Taxes from any payment due hereunderhereunder or under any of the Loan Documents, then the amount payable will be increased to such amount which, after deduction from such increased amount of all amounts such Taxes required to be withheld or deducted or withheld therefrom, will not be less than the amount otherwise due and payable. Without prejudice to the foregoing, if any Bank payable hereunder had no such deduction or the Administrative Agent is required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America, any State or political subdivision thereof, or the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to Section 2. For purposes of this Section, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewithwithholding been required. A certificate as to any additional amounts payable to a Bank Lender under this Section 2.10(f) 4.7 submitted to the Company Borrower by such Bank Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With . B. If the Borrower makes any payment hereunder or under any of the Loan Documents in respect of which it is required by law to each make any deduction or withholding for or on account of any Taxes, it shall pay the Company full amount to be deducted or withheld to the relevant taxation or other authority within the time allowed for such payment under applicable law and shall promptly furnish deliver to each Bank the Lenders within 30 days after it has made such certificatespayment to the applicable authority an original or certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment, receipts and a copy of the return reporting such payment or other documents as may be required (in the judgment evidence of such Bank) payment reasonably satisfactory to establish any tax credit to which such Bank may be entitledthe Lender or Administrative Agent. (ii) Each Bank shall supply C. Without prejudice to the Companyother provisions of Section 4.7, within a reasonable period after if any Lender, or the date Administrative Agent on its behalf, is required by law to make any payment on account of execution Taxes on or in relation to any amount received or receivable hereunder or under any of this Agreementthe Loan Documents by such Lender, executed copies of Internal Revenue Service Form W-8ECI or W-8BEN (which indicates that the respective Bank is entitled to receive interest exempt from United States withholding tax) Administrative Agent on its behalf, or any successor Forms, and shall update such Forms as necessary in order to retain their effectiveness, to the extent each such Bank is legally entitled to execute and deliver either of such Forms. (iii) With respect to any Taxes which are paid by any Borrower in accordance with the provisions of this Section 2.10(f), each Bank receiving the benefits of such payments of Taxes hereby agrees to pay to such Borrower any amounts refunded to such Bank which such Bank determines in its sole discretion to be a refund liability for Tax in respect of any such Taxespayment is imposed, levied or assessed against any Lender or the Administrative Agent on its behalf, the Borrower will promptly, following receipt of the certificate described in the immediately following sentence, indemnify such person against such Tax payment or liability, together with any interest, penalties and expenses (including reasonable counsel fees and expenses) payable or incurred in connection therewith, including any tax of any Lender or the Administrative Agent arising by virtue of payments under this Section 4.7(c), computed in a manner consistent with this Section 4.7(c). A certificate as to the amount of such payment by such Lender, or the Administrative Agent on its behalf, showing calculations thereof in reasonable detail, absent manifest error, shall be final, conclusive and binding upon all parties hereto for all purposes.

Net Payments. (ia) All payments made by the applicable Borrower hereunder or under any Loan Document will be made without setoff, counterclaim or other defense. All payments hereunder and under any of the Company under this Agreement Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall be made without setoff or counterclaim and (unless, in the case of Competitive Bid Loans only, otherwise agreed to between by the Borrower free and the Bank making any such Competitive Bid Loan), in such amounts as may be necessary in order that all such payments (after clear of and without deduction or withholding for or on account of any present or future taxestax, leviesduty, impostslevy, duties impost, assessment or other charges charge of whatsoever whatever nature now or hereafter imposed by any Governmental Authority, other than but excluding therefrom (i) any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu of a Bank pursuant to net income taxes) of the income tax laws Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender is incorporated or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the jurisdictions where tax rate then in effect) on the date this Agreement is executed or to which such Bank's Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the date hereof, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or Applicable Lending Office lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder and (vi) any withholding tax that is located imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) (collectivelysuch tax or taxes, "Taxes")) shall not be less other than the amounts otherwise specified tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to be paid under this Agreementas “Tax” or “Taxes”). If the applicable Borrower or the Company is required by law to make any deduction or withholding of any Taxes from any payment due hereunderhereunder or under any of the Loan Documents, then the amount payable will be increased to such amount which, after deduction from such increased amount of all amounts such Taxes required to be withheld or deducted or withheld therefrom, will not be less than the amount otherwise due and payable. Without prejudice to the foregoing, if any Bank payable hereunder had no such deduction or the Administrative Agent is required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America, any State or political subdivision thereof, or the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to Section 2. For purposes of this Section, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewithwithholding been required. A certificate as to any additional amounts payable to a Bank Lender under this Section 2.10(f) 4.7 submitted to the Company Borrower by such Bank Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With . (b) If the Borrower makes any payment hereunder or under any of the Loan Documents in respect of which it is required by law to each make any deduction or withholding for or on account of any Taxes, it shall pay the Company full amount to be deducted or withheld to the relevant taxation or other authority within the time allowed for such payment under applicable law and shall promptly furnish deliver to each Bank the Lenders within 30 days after it has made such certificatespayment to the applicable authority an original or certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment, receipts and a copy of the return reporting such payment or other documents as may be required (in the judgment evidence of such Bank) payment reasonably satisfactory to establish any tax credit to which such Bank may be entitledthe Lender or Administrative Agent. (iic) Each Bank shall supply Without prejudice to the Companyother provisions of Section 4.7, within if any Lender, or the Administrative Agent on its behalf, is required by law to make any payment on account of Taxes on or in relation to any amount received or receivable hereunder or under any of the Loan Documents by such Lender, or the Administrative Agent on its behalf, or any liability for Tax in respect of any such payment is imposed, levied or assessed against any Lender or the Administrative Agent on its behalf, the Borrower will promptly, following receipt of the certificate described in the immediately following sentence, indemnify such person against such Tax payment or liability, together with any interest, penalties and expenses (including reasonable counsel fees and expenses) payable or incurred in connection therewith, including any tax of any Lender or the Administrative Agent arising by virtue of payments under this Section 4.7(c), computed in a manner consistent with this Section 4.7(c). A certificate as to the amount of such payment by such Lender, or the Administrative Agent on its behalf, showing calculations thereof in reasonable period detail, absent manifest error, shall be final, conclusive and binding upon all parties hereto for all purposes. (d) (i) To the extent permitted by applicable law, each Lender that is a Non-U.S. Participant shall deliver to Borrower and Administrative Agent on or prior to the Initial Borrowing date (or in the case of a Lender that is an Assignee, on the date of such assignment to such Lender) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable form prescribed by the IRS) certifying to such Lender’s entitlement to a complete exemption from, or a reduced rate of, United States withholding tax on interest payments to be made under this Agreement or any Note. If a Lender that is a Non-U.S. Participant is claiming a complete exemption from withholding on interest pursuant to Section 881(c) of the Code, the Lender shall deliver (along with two accurate and complete original signed copies of IRS Form W-8BEN) a certificate substantially in the form of Exhibit 4.7(d) (any such certificate, a Section 4.7(d)(i) Certificate”). In addition, each Lender that is a Non-U.S. Participant agrees that from time to time after the Initial Borrowing date, (or in the case of a Lender that is an Assignee, after the date of execution of this Agreementthe assignment to such Lender), executed copies of Internal Revenue Service Form W-8ECI when a lapse in time (or W-8BEN (which indicates that change in circumstances occurs) renders the respective Bank is entitled to receive interest exempt from United States withholding tax) prior certificates hereunder obsolete or inaccurate in any successor Formsmaterial respect, and shall update such Forms as necessary in order to retain their effectivenessLender shall, to the extent each such Bank is legally entitled permitted under applicable law, deliver to execute the Borrower and deliver either Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 4.7(d)(i) Certificate, to confirm or establish the entitlement of such Forms. (iii) With respect Lender or Agent to any Taxes which are paid by any Borrower in accordance with the provisions of this Section 2.10(f)an exemption from, each Bank receiving the benefits of such or reduction in, United States withholding tax on interest payments of Taxes hereby agrees to pay to such Borrower any amounts refunded to such Bank which such Bank determines in its sole discretion to be a refund in respect of such Taxesmade under this Agreement or any Note.

Net Payments. (ia) All payments made by the applicable Borrower Borrowers hereunder or under any Loan Document will be made without setoff, counterclaim or other defense. Except as provided in Section 4.8(d), all payments hereunder and under any of the Company under this Agreement Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall be made by the Borrowers free and clear of and without setoff or counterclaim and (unless, in the case of Competitive Bid Loans only, otherwise agreed to between the Borrower and the Bank making any such Competitive Bid Loan), in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of any present or future taxestax, leviesduty, impostslevy, duties impost, assessment or other charges charge of whatsoever whatever nature now or hereafter imposed by any Governmental Authority, other than any 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 Lender or its lending offices by the USA or jurisdictions or political subdivision or taxing authority thereof in which such Lender’s principal office or lending offices are located or are resident or in which such Lender is incorporated; (ii) in the case of any Lender organized under the laws of any jurisdiction other than the USA or any state thereof (including the District of Columbia), any taxes imposed by the USA by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender with respect to the Loan or portion thereof affected by such change; (iii) any taxes to which the Lender (to the extent of the tax rate then in effect) would be subject to (as of the Closing Date) if a payment hereunder had been received by the Lender and, with respect to any Lender that becomes a party hereto after the date hereof, any taxes to which such Lender (to the extent of the tax rate then in effect) would be subject as of the date it becomes a party hereto if a payment had been received by the Lender (other than taxes which each other Lender is entitled to reimbursement pursuant to this Agreement); (iv) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iii) above as a result of a Bank pursuant to change in the income tax laws residence, place of incorporation, or principal place of business of the United States Lender, a change in the branch or lending office of the jurisdictions where Lender participating in the transactions set forth herein or other similar circumstances unless such Bank's principal change or Applicable Lending Office is located similar circumstance shall have been made at the request of the Funds Administrator; and (collectivelyv) taxes as a result of the recognition by the Lender of gain on the sale, "assignment or participation by the Lender of the participating interests in its creditor positions hereunder (such tax or taxes, other than excluded tax or taxes, being herein referred to as “Tax” or “Taxes"”)) shall not be less than the amounts otherwise specified to be paid under this Agreement. If the applicable any Borrower or the Company is required by law to make any deduction or withholding of any Taxes from any payment due hereunderhereunder or under any of the Loan Documents, then the amount payable will be increased to such amount which, after deduction from such increased amount of all amounts such Taxes required to be withheld or deducted or withheld therefrom, will not be less than the amount otherwise due and payable. Without prejudice to the foregoing, if any Bank payable hereunder had no such deduction or the Administrative Agent is required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America, any State or political subdivision thereof, or the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to Section 2. For purposes of this Section, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewithwithholding been required. A certificate as to any additional amounts payable to a Bank Lender under this Section 2.10(f) 4.8 submitted to the Company Funds Administrator by such Bank Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With . (b) If any Borrower makes any payment hereunder or under any of the Loan Documents in respect of which it is required by law to each make any deduction or withholding for or on account of any Taxes, it shall pay the Company full amount to be deducted or withheld to the relevant taxation or other authority within the time allowed for such payment under applicable law and shall promptly furnish 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 this Section 4.8, if any Lender, or Administrative Agent on its behalf, is required by law to make any payment on account of Taxes on or in relation to any amount received or receivable hereunder or under any of the Loan Documents by such Lender, or 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 Administrative Agent on its behalf, Borrowers will promptly, following receipt of the certificate described in the immediately following sentence, indemnify such person against such Tax payment or liability, together with any interest, penalties and expenses (including reasonable counsel fees and expenses) payable or incurred in connection therewith, including any tax of any Lender arising by virtue of payments under this Section 4.8(c), computed in a manner consistent with this Section 4.8(c). A certificate prepared in good faith as to the amount of such payment by such Lender, or Administrative Agent on its behalf, showing calculations thereof in reasonable detail, absent manifest error, shall be final, conclusive and binding upon all parties hereto for 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 Funds Administrator and Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an Assignee of an interest under this Agreement (unless the respective Lender was already a Lender hereunder immediately prior to such assignment), on the date of such assignment to such Lender, (i) two accurate and complete original signed copies of IRS Form ▇-▇▇▇▇, ▇-▇▇▇▇ or W-8IMY (or successor or other applicable forms prescribed by the IRS) certifying to such Lender’s entitlement to a complete exemption from or reduced rate of USA 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 4.8(d) (any such certificate, a “Section 4.8(d) Certificate”) and (y) two accurate and complete original signed copies of IRS Form W-8 BEN or W-8ECI (or successor form) certifying to such Lender’s entitlement to a complete exemption from USA 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-8IMY, or Section 4.8(d) Certificate under this Section 4.8(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 Funds Administrator or the Administrative Agent with an IRS Form W-8IMY (or substitute form) indicating that it is a “flow through” entity, as defined in Treasury Regulations promulgated under Section 1441 of the Code, or otherwise, not a beneficial owner of interest payments under this Agreement and under any Note, such Lender agrees, on or prior to the Closing Date, or the date of assignment to such Lender, as applicable, to take any actions necessary, and to deliver to the Funds Administrator and Administrative Agent all forms necessary, to establish such Lender’s entitlement to a complete exemption from, or a reduction in, USA 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 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-8IMY required to be filed by the Lender. In addition, each Bank Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such certificatesLender will deliver to the Funds Administrator and Administrative Agent two new accurate and complete original signed copies of an IRS Form W-8BEN, receipts W-8ECI, or W-8IMY and a Section 4.8(d) Certificate, as the case may be, and such other documents forms as may be required (in order to confirm or establish the judgment entitlement of such BankLender (or its partners, members, beneficiaries, or beneficial owners) to establish a continued exemption from or reduction in USA withholding Tax on interest payments under this Agreement and any tax credit Note, or it shall immediately notify the Funds Administrator and Administrative Agent of its inability to deliver any such form or certificate; provided, however, that no Lender shall be required to deliver an IRS Form ▇▇-▇▇▇, ▇-▇▇▇▇, or W-8IMY under this Section 4.8(d) to the extent that the delivery of such form is not authorized by law; provided, further, however, that any Lender which does not deliver the applicable form pursuant to Section 4.8(d) shall be entitled to additional payment pursuant to Section 4.8(a) or indemnification under Section 4.8(c) only if and to the extent (i) such failure results solely from a change in law or (ii) the Tax to which such Bank may additional payment or indemnification relates would have been imposed regardless of whether such Lender provided such forms. Notwithstanding anything to the contrary contained in Section 4.8, any Lender that has not provided to the Funds Administrator the IRS Forms required to be entitledprovided to the Funds Administrator pursuant to this Section 4.8(d) shall not be entitled to any payment of additional amounts pursuant to Section 4.8(a) or indemnification under Section 4.8(c) with respect to any deduction or withholding which would not have been required if such Lender had provided such forms. (iie) Each Bank Lender that is incorporated or organized under the laws of the USA or a state thereof shall supply to the Company, within a reasonable period after the date of execution of this Agreement, provide two properly completed and duly executed copies of Internal Revenue Service IRS Form W-8ECI or W-8BEN (which indicates that the respective Bank is entitled to receive interest exempt from United States withholding tax) W-9, or any successor Forms, and or other applicable form. Each Lender shall update such Forms as necessary in order to retain their effectiveness, deliver to the extent each Funds Administrator and Administrative Agent (provided that such Bank 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 Funds Administrator. Each Lender shall promptly notify the Funds Administrator at any time it determines that it is legally entitled no longer in a position to execute and deliver either of provide any previously delivered certificate to the Funds Administrator (or any other form or certification adopted by U.S. taxing authorities for such Formspurpose). (iiif) With 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 any Borrower to make a payment in respect of any Taxes to such Lender pursuant to Section 4.8(a) or a payment in indemnification for any Taxes pursuant to Section 4.8(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 Taxes other action reasonably requested by such Borrower if as a result thereof the additional amounts which are would otherwise be required to be paid by any Borrower in accordance with the provisions of this Section 2.10(f), each Bank receiving the benefits of such payments of Taxes hereby agrees to pay to such Borrower any amounts refunded to such Bank which such Bank determines in its sole discretion to be a refund in respect of such TaxesLoans (or portions thereof) or participation in Letters of Credit pursuant to Section 4.8(a) or Section 4.8(c) would be materially reduced, and if, as determined by such Lender, in its reasonable discretion, the making, funding or maintaining of such Loans or participation in Letters of Credit (or portions thereof) through such other lending office or taking of such other action would not otherwise materially adversely affect such Loans or such Lender. The Borrowers agree to pay all reasonable expenses incurred by any Lender in utilizing another lending office of such Lender or taking of such other action pursuant to this Section 4.8(f).

Net Payments. (i) A. All payments made by the applicable Borrower hereunder or under any Loan Document will be made without setoff, counterclaim or other defense. All payments hereunder and under any of the Company under this Agreement Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall be made without setoff or counterclaim and (unless, in the case of Competitive Bid Loans only, otherwise agreed to between by the Borrower free and the Bank making any such Competitive Bid Loan), in such amounts as may be necessary in order that all such payments (after clear of and without deduction or withholding for or on account of any present or future taxestax, leviesduty, impostslevy, duties impost, assessment or other charges charge of whatsoever whatever nature now or hereafter imposed by any Governmental Authority, other than but excluding therefrom (i) any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu of a Bank pursuant to net income taxes) of the income tax laws Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender is incorporated or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the jurisdictions where tax rate then in effect) on the date this Agreement is executed or to which such Bank's Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the date hereof, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or Applicable Lending Office lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder and (vi) any withholding tax that is located imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) (collectivelysuch tax or taxes, "Taxes")) shall not be less other than the amounts otherwise specified tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to be paid under this Agreementas “Tax” or “Taxes”). If the applicable Borrower or the Company is required by law to make any deduction or withholding of any Taxes from any payment due hereunderhereunder or under any of the Loan Documents, then the amount payable will be increased to such amount which, after deduction from such increased amount of all amounts such Taxes required to be withheld or deducted or withheld therefrom, will not be less than the amount otherwise due and payable. Without prejudice to the foregoing, if any Bank payable hereunder had no such deduction or the Administrative Agent is required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America, any State or political subdivision thereof, or the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to Section 2. For purposes of this Section, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewithwithholding been required. A certificate as to any additional amounts payable to a Bank Lender under this Section 2.10(f) 4.7 submitted to the Company Borrower by such Bank Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With . B. If the Borrower makes any payment hereunder or under any of the Loan Documents in respect of which it is required by law to each make any deduction or withholding for or on account of any Taxes, it shall pay the Company full amount to be deducted or withheld to the relevant taxation or other authority within the time allowed for such payment under applicable law and shall promptly furnish deliver to each Bank the Lenders within 30 days after it has made such certificatespayment to the applicable authority an original or certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment, receipts and a copy of the return reporting such payment or other documents as may be required (in the judgment evidence of such Bank) payment reasonably satisfactory to establish any tax credit to which such Bank may be entitledthe Lender or Administrative Agent. (ii) Each Bank shall supply C. Without prejudice to the Companyother provisions of Section 4.7, within a reasonable period after if any Lender, or the date Administrative Agent on its behalf, is required by law to make any payment on account of execution Taxes on or in relation to any amount received or receivable hereunder or under any of this Agreementthe Loan Documents by such Lender, executed copies of Internal Revenue Service Form W-8ECI or W-8BEN (which indicates that the respective Bank is entitled to receive interest exempt from United States withholding tax) Administrative Agent on its behalf, or any successor Forms, and shall update such Forms as necessary in order to retain their effectiveness, to the extent each such Bank is legally entitled to execute and deliver either of such Forms. (iii) With respect to any Taxes which are paid by any Borrower in accordance with the provisions of this Section 2.10(f), each Bank receiving the benefits of such payments of Taxes hereby agrees to pay to such Borrower any amounts refunded to such Bank which such Bank determines in its sole discretion to be a refund liability for Tax in respect of any such Taxespayment is imposed, levied or assessed against any Lender or the Administrative Agent on its behalf, the Borrower will promptly, following receipt of the certificate described in the immediately following sentence, indemnify such person against such Tax payment or liability, together with any interest, penalties and expenses (including reasonable counsel fees and expenses) payable or incurred in connection therewith, including any tax of any Lender or the Administrative Agent arising by virtue of payments under this Section 4.7(c), computed in a manner consistent with this Section 4.7(c). A certificate as to the amount of such payment by such Lender, or the Administrative Agent on its behalf, showing calculations thereof in reasonable detail, absent manifest error, shall be final, conclusive and binding upon all parties hereto for all purposes.

Net Payments. All payments hereunder by the Guarantor ("Guarantee Payments") shall be made by the Guarantor without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Cayman Islands or Bermuda (each, a taxing jurisdiction@) or any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (i) All payments the laws (or any regulations or ruling promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (ii) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If a withholding or deduction at source is required, the Guarantor shall, subject to certain limitations and exceptions set forth below, pay to the Holder of any Security (or, if applicable, Subordinated Note) such Additional Amounts (as defined below) as may be necessary so that every net Guarantee Payment, after such withholding or deduction, shall not be less than the amount due and payable pursuant to this Agreement; provided, -------- however, that the Guarantor shall not be required to make payment of such ------- Additional Amounts for or on account of: (1) any tax, fee, duty, assessment or governmental change of whatever nature which would not have been imposed but for the fact that such Holder: (A) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of such Security or receipt of a Guarantee Payment; (B) presented such Security for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such Security could not have been presented for payment elsewhere; or (C) presented such Security more than 30 days after the date on which the payment in respect of such Security first became due and payable or provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Security for payment on any day within such period of 30 days; (2) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (3) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the applicable Borrower Holder or the Company under this Agreement shall be made without setoff beneficial owner of such Security to comply with any reasonable request by the Guarantor addressed to the Holder within 90 days of such request (A) to provide information concerning the nationality, residence or counterclaim and identity of the Holder or such beneficial owner or (unlessB) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of Competitive Bid Loans only, otherwise agreed to between the Borrower and the Bank making any such Competitive Bid Loan(A) or (B), is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or (4) any combination of items (1), (2) and (3); nor shall Additional Amounts be paid with respect to any Guarantee Payment to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such Security to the extent such payment would be required by the laws of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such amounts as may be necessary in order that all fiduciary or a member of such payments (after deduction partnership or a beneficial owner who would not have been entitled to such Additional Amounts had it been the holder of the Security. If any withholding for or on account of any present or future taxestax, leviesfee, impostsduty, duties assessment or other charges of whatsoever nature imposed by any Governmental Authoritygovernmental charge described in this Section 31 shall be required in connection with a Guarantee Payment, other than any tax on or measured by the net income of Guarantor shall specify, in a Bank pursuant certificate to the income tax laws of Holder, by taxing jurisdiction the United States or of the jurisdictions where such Bank's principal or Applicable Lending Office is located (collectivelyamount, "Taxes")) shall not be less than the amounts otherwise specified to be paid under this Agreement. If the applicable Borrower or the Company is required by law to make any deduction or withholding from any payment due hereunderif any, then the amount payable will be increased to such amount which, after deduction from such increased amount of all amounts required to be deducted or withheld therefrom, will not be less than the amount otherwise due and payable. Without prejudice on such payments to the foregoing, if any Bank or the Administrative Agent is required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America, any State or political subdivision thereof, or the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to Section 2. For purposes of this Section, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as to any additional amounts payable to a Bank under this Section 2.10(f) submitted to the Company by such Bank shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Taxes, the Company shall promptly furnish to each Bank such certificates, receipts and other documents as may be required (in the judgment of such Bank) to establish any tax credit to which such Bank may be entitled. (ii) Each Bank shall supply to the Company, within a reasonable period after the date of execution of this Agreement, executed copies of Internal Revenue Service Form W-8ECI or W-8BEN (which indicates that the respective Bank is entitled to receive interest exempt from United States withholding tax) or any successor FormsHolder, and shall update such Forms as necessary in order to retain their effectiveness, to the extent each such Bank is legally entitled to execute and deliver either of such Forms. (iii) With respect to any Taxes which are paid by any Borrower in accordance with the provisions of this Section 2.10(f), each Bank receiving the benefits of such payments of Taxes hereby Guarantor agrees to pay to such Borrower Holder the additional amounts required by this Section 31. The Guarantor covenants to indemnify each Holder for, and to hold it harmless against, any amounts refunded loss, liability or expense reasonably incurred without negligence or bad faith on its part arising out of or in connection with actions taken or omitted by it in reliance on any such certificate furnished pursuant to such Bank which such Bank determines in its sole discretion to be a refund in respect of such Taxesthis Section 31.

Net Payments. (ia) All Except as required by Applicable Law, all payments made by or on behalf of the applicable Borrower or the Company under this Agreement or any other Credit Document shall be made free and clear of, and without setoff or counterclaim and (unless, in the case of Competitive Bid Loans only, otherwise agreed to between the Borrower and the Bank making any such Competitive Bid Loan), in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of of, any present current or future income, stamp or other taxes, levies, imposts, duties 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) (collectively, “Taxes”), excluding in the case of each Lender and each Agent and except as otherwise provided in Section 5.4(f), (A) net income Taxes (and franchise Taxes imposed in lieu of net income Taxes) that would not have been imposed on such Agent or such Lender but for a present or former connection between such Agent or such Lender and the jurisdiction of the Governmental Authority imposing such Tax or any political subdivision or Governmental Authority thereof or therein (other charges than any such connection arising from such Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, received or perfected a security interest under, or engaged in any other transactions pursuant to, this Agreement or any other Credit Document), (B) any branch profits Taxes imposed by the United States of whatsoever nature America or any similar Tax imposed by any Governmental Authorityother jurisdiction described in clause (A) and (C) any U.S. federal withholding Tax pursuant to FATCA (all non‑excluded Taxes, “Non‑Excluded Taxes” and all such excluded Taxes, “Excluded Taxes”). If any Taxes are required to be withheld by a Withholding Agent from any amounts payable under this Agreement or any other than any tax on or measured by Credit Document, the net income of a Bank applicable Withholding Agent shall so withhold (pursuant to the income tax laws information and documentation to be delivered pursuant to Section 5.4(d), 5.4(e) and 5.4(g)) and shall remit the amount withheld to the appropriate Taxing Authority. In addition, where an amount has been withheld in respect of a Non-Excluded Tax, the applicable Credit Party shall increase the amounts payable to the Administrative Agent or such Lender to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non‑Excluded Taxes or Other Taxes including those applicable to any amounts payable under this Section 5.4) interest or any such other amounts payable hereunder at the rates or in the amounts specified in such Credit Document. Whenever any Taxes are payable by any Credit Party, as promptly as possible thereafter the applicable Credit Party shall send to the Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt, if available (or other evidence acceptable to such Lender, acting reasonably) received by the applicable Credit Party showing payment thereof. (b) In addition, each Credit Party shall pay, or at the option of the United States Administrative Agent timely reimburse it for the payment for, any present or future stamp, documentary, filing, mortgage, recording, excise, property or intangible taxes (including any interest, additions to tax and penalties) 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, performance under, or otherwise with respect to, this Agreement or the other Credit Documents (hereinafter referred to as “Other Taxes”). (i) Subject to Section 5.4(f), the Credit Parties shall indemnify each Lender and each Agent for and hold them harmless against the full amount of Non‑Excluded Taxes and Other Taxes, (and for the full amount of Non‑Excluded Taxes and Other Taxes imposed or asserted by any jurisdiction on any additional amounts or indemnities payable under this Section 5.4) imposed on or paid by such Lender or such Agent (as the case may be) and any liability (including penalties, additions to tax, interest and expenses) regardless of whether any such Taxes are correctly or legally asserted and arising therefrom or with respect thereto; provided that if any claim pursuant to this Section 5.14(c)(i) is made later than 180 days after the date on which the relevant Lender or Agent had actual knowledge of the jurisdictions where relevant Non-Excluded Taxes or Other Taxes, then the Credit Parties shall not be required to indemnify the applicable Lender or Agent for any interest or penalties which accrue in respect of such BankNon-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 30 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 principal 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 Credit Parties in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent 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, at such times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any documentation prescribed by any Applicable Lending Office Law or reasonably requested by the Borrower or the Administrative Agent (i) as will permit such payments to be made without, or at a reduced rate of, withholding or (ii) as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is located subject to 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 material respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (collectivelyincluding any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent of its inability to do so. Unless the Borrower or the Administrative Agent has received forms or other documents satisfactory to it indicating that payments under any Credit Document to or for a Lender are not subject to withholding Tax or are subject to such Tax at a rate reduced by an applicable tax treaty, "Taxes"the Borrower or the Administrative Agent (as applicable) may withhold amounts required to be withheld by Applicable Law from such payments at the applicable statutory rate. Notwithstanding anything forgoing to the contrary, the completion, execution and submission of such documentation (other than such documentation set forth in Section 5.4(d)(i), Section 5.4(e) and Section 5.4(g) below) shall not be less than required if in the amounts otherwise specified 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 originals of either (w) in the case of Non‑U.S. Lender claiming exemption from U.S. federal withholding Tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” United States Internal Revenue Service Form W-8BEN (together with a certificate representing that such Non‑U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) substantially in the form of Exhibit M (a “United States Tax Compliance Certificate”)), (x) United States Internal Revenue Service Form W-8BEN or Form W‑8ECI, (y) 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, United States Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information from each Beneficial Owner, as applicable (provided that, if one or more Beneficial Owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be paid provided by such Non‑U.S. Lender on behalf of such Beneficial Owner) or (z) two properly completed and duly signed original copies of 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 originals of any such form or certification (or any applicable successor form) on or before the date that any such form or certification expires or becomes obsolete or inaccurate and promptly after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower; unless in any such case any change in treaty, law or regulation has occurred prior to the date on which any such delivery would otherwise be required that renders any such form inapplicable or would prevent such Lender from duly completing and delivering any such form with respect to it. If Each Lender shall promptly notify the applicable Borrower and the Administrative Agent at any time it determines that it is no longer in a position to provide any previously delivered form or certification to the Borrower or the Company Administrative Agent. Notwithstanding anything to the contrary in this Section 5.4(d), a Lender is not required to deliver any form or other documentation that it is not legally eligible to deliver. (e) If a payment made to a Lender under this Agreement or any other Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Withholding Agent, at the time or times prescribed by Applicable Law and at such time or times reasonably requested by the 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 Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations under FATCA, to determine (i) whether such Lender has complied with such Lender’s obligations under FATCA or (ii) the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 5.4(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (f) No Credit Party shall be required to indemnify any Lender, Beneficial Owner or Agent pursuant to Section 5.4(c) or to pay any additional amounts to any Lender, Beneficial Owner or Agent, pursuant to Section 5.4(a) in respect of (i) U.S. federal withholding Taxes imposed under any Applicable Law in effect on the date such Lender or such Beneficial Owner acquired its interest in the applicable Loan, Commitment or Letter of Credit or changed its lending office; provided that this Section 5.4(f) shall not apply to the extent that (x) the indemnity payments or additional amounts such Lender (or such Beneficial Owner) would be entitled to receive (without regard to this clause (i)) do not exceed the indemnity payment or additional amounts that the person making the assignment, or change in lending office would have been entitled to receive immediately prior to such assignment or change in lending office, or (y) such assignment had been requested by a Credit Party and (ii) Taxes attributable to a Lender’s failure to comply with the provisions of Section 5.4(d) or 5.4(g). (g) Each Lender that is a United States person within the meaning of Section 7701(a)(30) of the Code shall (A) on or prior to the date such Lender becomes a Lender hereunder and (B) from time to time if reasonably requested by the Borrower or the Administrative Agent (or, in the case of a participant, the relevant Lender) to the extent such Lender is legally entitled to do so, provide the Administrative Agent and the Borrower (or, in the case of a participant, the relevant Lender) with two duly completed and signed originals of United States Internal Revenue Service Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding Tax) or any successor form. (h) Unless required by law applicable Laws, at no time shall the Administrative Agent have any obligation to make file for or otherwise pursue on behalf of a Lender, or have any deduction obligation to pay to any Lender, any refund of Taxes withheld or withholding deducted from funds paid for the account of such Lender. If any Lender or the Administrative Agent determines in its sole discretion, exercised in good faith, that it has received a refund of a Non‑Excluded Tax or Other Taxes for which a payment due hereunderhas been made by a Credit Party pursuant to this Agreement, which refund in the good faith judgment of such Lender or the Administrative Agent, as the case may be, is attributable to such payment made by such Credit Party, then such Lender or the Administrative Agent, as the case may be, shall reimburse the Credit Party for such amount (together with any interest received thereon) as such Lender or the Administrative Agent, as the case may be, reasonably determines to be the proportion of the refund as will leave it, after such reimbursement, in no better or worse position than it would have been in if the payment had not been required; provided that the Credit Party, upon the request of such Lender, agrees to repay the amount payable will be increased to such amount which, after deduction from such increased amount of all amounts required to be deducted or withheld therefrom, will not be less than the amount otherwise due and payable. Without prejudice paid over to the foregoing, if any Bank Credit Party (with interest and penalties) in the event such Lender or the Administrative Agent is required to make repay such refund to such Governmental Authority. Neither any payment on account Lender nor the Administrative Agent shall be obliged to disclose any information regarding its tax affairs or computations to any Credit Party in connection with this paragraph (h) or any other provision of Taxesthis Section 5.4; provided, the Company willfurther, upon notification by the Bank that nothing in this Section 5.4 shall obligate any Lender (or Transferee) or the Administrative Agent promptly indemnify such person against such Taxes, together with to apply for any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America, any State or political subdivision thereof, or the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to Section 2. refund. (i) For purposes purpose of this SectionSection 5.4, the term "Taxes" includes interest, penalties “Lender” shall include any Swingline Lender and expenses payable or incurred in connection therewith. A certificate as to any additional amounts payable to a Bank under this Section 2.10(f) submitted to the Company by such Bank shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account Letter of any Taxes, the Company shall promptly furnish to each Bank such certificates, receipts and other documents as may be required (in the judgment of such Bank) to establish any tax credit to which such Bank may be entitledCredit Issuer. (iij) Each Bank shall supply to the Company, within a reasonable period after the date of execution of this Agreement, executed copies of Internal Revenue Service Form W-8ECI or W-8BEN (which indicates that the respective Bank is entitled to receive interest exempt from United States withholding tax) or any successor Forms, and shall update such Forms as necessary The agreements in order to retain their effectiveness, to the extent each such Bank is legally entitled to execute and deliver either of such Forms. (iii) With respect to any Taxes which are paid by any Borrower in accordance with the provisions of this Section 2.10(f), each Bank receiving the benefits of such payments of Taxes hereby agrees to pay to such Borrower any amounts refunded to such Bank which such Bank determines in its sole discretion to be a refund in respect of such Taxes.5.4 sha

Net Payments. All payments hereunder by MRM ("Guarantee Payments") shall be made by MRM without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Bermuda (a "taxing jurisdiction") or any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (i) All payments the laws (or any regulations or ruling promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (ii) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If a withholding or deduction at source is required, MRM shall, subject to certain limitations and exceptions set forth below, pay to the Holder of any Preferred Security such Additional Amounts (as defined below) as may be necessary so that every net Guarantee Payment, after such withholding or deduction, shall not be less than the amount due and payable pursuant to this Guarantee Agreement; provided, however, that MRM shall not be required to make payment of such Additional Amounts for or on account of: (1) any tax, fee, duty, assessment or governmental change of whatever nature which would not have been imposed but for the fact that such Holder: (A) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the taxing jurisdiction other than by reason of the mere ownership of such Preferred Security or receipt of a Guarantee Payment; (B) presented such Preferred Security for payment in the taxing jurisdiction or any political subdivision thereof, unless such Preferred Security could not have been presented for payment elsewhere; or (C) presented such Preferred Security more than 30 days after the date on which the payment in respect of such Preferred Security first became due and payable or provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Preferred Security for payment on any day within such period of 30 days; (2) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (3) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the applicable Borrower Holder or the Company under this Agreement shall be made without setoff beneficial owner of such Preferred Security to comply with any reasonable request by MRM addressed to the Holder within 90 days of such request (A) to provide information concerning the nationality, residence or counterclaim and identity of the Holder or such beneficial owner or (unlessB) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of Competitive Bid Loans only, otherwise agreed to between the Borrower and the Bank making any such Competitive Bid Loan(A) or (B), is required or imposed by statute, treaty, regulation or administrative practice of the taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or (4) any combination of items (1), (2) and (3); nor shall Additional Amounts be paid with respect to any Guarantee Payment to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such Preferred Security to the extent such payment would be required by the laws of the taxing jurisdiction (or any political subdivision or taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such amounts as may be necessary in order that all fiduciary or a member of such payments (after deduction partnership or a beneficial owner who would not have been entitled to such Additional Amounts had it been the holder of the Preferred Security. If any withholding for or on account of any present or future taxestax, leviesfee, impostsduty, duties assessment or other charges of whatsoever nature imposed by any Governmental Authoritygovernmental charge described in this Section 8.10 shall be required in connection with a Guarantee Payment, other than any tax on or measured by the net income of MRM shall specify, in a Bank pursuant certificate to the income tax laws of the United States or of the jurisdictions where such Bank's principal or Applicable Lending Office is located (collectivelyGuarantee Trustee, "Taxes")) shall not be less than the amounts otherwise specified to be paid under this Agreement. If the applicable Borrower or the Company is required by law to make any deduction or withholding from any payment due hereunder, then the amount payable will be increased to such amount which, after deduction from such increased amount of all amounts required to be deducted or withheld therefrom, will not be less than the amount otherwise due and payable. Without prejudice to the foregoing, if any Bank or the Administrative Agent is required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America, any State or political subdivision thereof, or the jurisdiction in which the principal office or lending office Holders of Preferred Securities are resident for tax purposes the amount, if any, required to be withheld on such Bank is located or under the laws of any political subdivision or taxing authority of any payments to such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to Section 2. For purposes of this Section, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as to any additional amounts payable to a Bank under this Section 2.10(f) submitted to the Company by such Bank shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Taxes, the Company shall promptly furnish to each Bank such certificates, receipts and other documents as may be required (in the judgment of such Bank) to establish any tax credit to which such Bank may be entitled. (ii) Each Bank shall supply to the Company, within a reasonable period after the date of execution of this Agreement, executed copies of Internal Revenue Service Form W-8ECI or W-8BEN (which indicates that the respective Bank is entitled to receive interest exempt from United States withholding tax) or any successor FormsHolders, and shall update such Forms as necessary in order to retain their effectiveness, to the extent each such Bank is legally entitled to execute and deliver either of such Forms. (iii) With respect to any Taxes which are paid by any Borrower in accordance with the provisions of this Section 2.10(f), each Bank receiving the benefits of such payments of Taxes hereby MRM agrees to pay to the Guarantee Trustee the additional amounts required by this Section 8.10. MRM covenants to indemnify the Guarantee Trustee for, and to hold it harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on its part arising out of or in connection with actions taken or omitted by it in reliance on any such Borrower any amounts refunded certificate furnished pursuant to such Bank which such Bank determines in its sole discretion to be a refund in respect of such Taxesthis Section 8.10.

Net Payments. (ia) All payments made by the applicable Borrower Borrowers hereunder or under any Loan Document will be made without setoff, counterclaim or other defense. Except as provided in Section 4.8(d), all payments hereunder and under any of the Company under this Agreement Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall be made by the Borrowers free and clear of and without setoff or counterclaim and (unless, in the case of Competitive Bid Loans only, otherwise agreed to between the Borrower and the Bank making any such Competitive Bid Loan), in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of any present or future taxestax, leviesduty, impostslevy, duties impost, assessment or other charges charge of whatsoever whatever nature now or hereafter imposed by any Governmental Authority, other than any 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 Lender or its lending offices by the USA or jurisdictions or political subdivision or taxing authority thereof in which such Lender’s principal office or lending offices are located or are resident or in which such Lender is incorporated; (ii) in the case of any Lender organized under the laws of any jurisdiction other than the USA or any state thereof (including the District of Columbia), any taxes imposed by the USA by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender with respect to the Loan or portion thereof affected by such change; (iii) any taxes to which the Lender (to the extent of the tax rate then in effect) would be subject to (as of the Closing Date) if a payment hereunder had been received by the Lender and, with respect to any Lender that becomes a party hereto after the date hereof, any taxes to which such Lender (to the extent of the tax rate then in effect) would be subject as of the date it becomes a party hereto if a payment had been received by the Lender (other than taxes which each other Lender is entitled to reimbursement pursuant to this Agreement) (iv) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iii) above as a result of a Bank pursuant to change in the income tax laws residence, place of incorporation, or principal place of business of the United States Lender, a change in the branch or lending office of the jurisdictions where Lender participating in the transactions set forth herein or other similar circumstances unless such Bank's principal change or Applicable Lending Office is located similar circumstance shall have been made at the request of the Funds Administrator, and (collectivelyv) taxes as a result of the recognition by the Lender of gain on the sale, "assignment or participation by the Lender of the participating interests in its creditor positions hereunder (such tax or taxes, other than excluded tax or taxes, being herein referred to as “Tax” or “Taxes"”)) shall not be less than the amounts otherwise specified to be paid under this Agreement. If the applicable any Borrower or the Company is required by law to make any deduction or withholding of any Taxes from any payment due hereunderhereunder or under any of the Loan Documents, then the amount payable will be increased to such amount which, after deduction from such increased amount of all amounts such Taxes required to be withheld or deducted or withheld therefrom, will not be less than the amount otherwise due and payable. Without prejudice to the foregoing, if any Bank payable hereunder had no such deduction or the Administrative Agent is required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America, any State or political subdivision thereof, or the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to Section 2. For purposes of this Section, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewithwithholding been required. A certificate as to any additional amounts payable to a Bank Lender under this Section 2.10(f) 4.8 submitted to the Company Funds Administrator by such Bank Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With . (b) If any Borrower makes any payment hereunder or under any of the Loan Documents in respect of which it is required by law to each make any deduction or withholding for or on account of any Taxes, it shall pay the Company full amount to be deducted or withheld to the relevant taxation or other authority within the time allowed for such payment under applicable law and shall promptly furnish 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 this Section 4.8, if any Lender, or Administrative Agent on its behalf, is required by law to make any payment on account of Taxes on or in relation to any amount received or receivable hereunder or under any of the Loan Documents by such Lender, or 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 Administrative Agent on its behalf, Borrowers will promptly, following receipt of the certificate described in the immediately following sentence, indemnify such person against such Tax payment or liability, together with any interest, penalties and expenses (including reasonable counsel fees and expenses) payable or incurred in connection therewith, including any tax of any Lender arising by virtue of payments under this Section 4.8(c), computed in a manner consistent with this Section 4.8(c). A certificate prepared in good faith as to the amount of such payment by such Lender, or Administrative Agent on its behalf, showing calculations thereof in reasonable detail, absent manifest error, shall be final, conclusive and binding upon all parties hereto for all purposes. (d) Each Lender that is not a USA person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the Funds Administrator and Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an Assignee of an interest under this Agreement (unless the respective Lender was already a Lender hereunder immediately prior to such assignment), on the date of such assignment to such Lender, (i) two accurate and complete original signed copies of IRS Form ▇-▇▇▇▇, ▇-▇▇▇▇ or W-8IMY (or successor or other applicable forms prescribed by the IRS) certifying to such Lender’s entitlement to a complete exemption from or reduced rate of USA 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 4.8(d) (any such certificate, a “Section 4.8(d)(ii) Certificate”) and (y) two accurate and complete original signed copies of IRS Form W-8 BEN or W-8ECI (or successor form) certifying to such Lender’s entitlement to a complete exemption from USA 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-8IMY, or Section 4.8(d)(ii) Certificate under this Section 4.8(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 Funds Administrator or the Administrative Agent with an IRS Form W-8IMY (or substitute form) indicating that it is a “flow through” entity, as defined in Treasury Regulations promulgated under Section 1441 of the Code, or otherwise, not a beneficial owner of interest payments under this Agreement and under any Note, such Lender agrees, on or prior to the Closing Date, or the date of assignment to such Lender, as applicable, to take any actions necessary, and to deliver to the Funds Administrator and Administrative Agent all forms necessary, to establish such Lender’s entitlement to a complete exemption from, or a reduction in, USA 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 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-8IMY required to be filed by the Lender. In addition, each Bank Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such certificatesLender will deliver to the Funds Administrator and Administrative Agent two new accurate and complete original signed copies of an IRS Form W-8BEN, receipts W-8ECI, or W-8IMY and a Section 4.8(d)(ii) Certificate, as the case may be, and such other documents forms as may be required (in order to confirm or establish the judgment entitlement of such BankLender (or its partners, members, beneficiaries, or beneficial owners) to establish a continued exemption from or reduction in USA withholding Tax on interest payments under this Agreement and any tax credit Note, or it shall immediately notify the Funds Administrator and Administrative Agent of its inability to deliver any such form or certificate; provided, however, that no Lender shall be required to deliver an IRS Form ▇▇-▇▇▇, ▇-▇▇▇▇, or W-8IMY under this Section 4.8(d) to the extent that the delivery of such form is not authorized by law; provided, further, however, that any Lender which does not deliver the applicable form pursuant to Section 4.8(d) shall be entitled to additional payment pursuant to Section 4.8(a) or indemnification under Section 4.8(c) only if and to the extent (i) such failure results solely from a change in law or (ii) the Tax to which such Bank may additional payment or indemnification relates would have been imposed regardless of whether such Lender provided such forms. Notwithstanding anything to the contrary contained in Section 4.8, any Lender that has not provided to the Funds Administrator the IRS Forms required to be entitledprovided to the Funds Administrator pursuant to this Section 4.8(d) shall not be entitled to any payment of additional amounts pursuant to Section 4.8(a) or indemnification under Section 4.8(c) with respect to any deduction or withholding which would not have been required if such Lender had provided such forms. (iie) Each Bank Lender that is incorporated or organized under the laws of the USA or a state thereof shall supply to the Company, within a reasonable period after the date of execution of this Agreement, provide two properly completed and duly executed copies of Internal Revenue Service IRS Form W-8ECI or W-8BEN (which indicates that the respective Bank is entitled to receive interest exempt from United States withholding tax) W-9, or any successor Forms, and or other applicable form. Each Lender shall update such Forms as necessary in order to retain their effectiveness, deliver to the extent each Funds Administrator and Administrative Agent (provided that such Bank 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 Funds Administrator. Each Lender shall promptly notify the Funds Administrator at any time it determines that it is legally entitled no longer in a position to execute and deliver either of provide any previously delivered certificate to the Funds Administrator (or any other form or certification adopted by U.S. taxing authorities for such Formspurpose). (iiif) With 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 any Borrower to make a payment in respect of any Taxes to such Lender pursuant to Section 4.8(a) or a payment in indemnification for any Taxes pursuant to Section 4.8(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 Taxes other action reasonably requested by such Borrower if as a result thereof the additional amounts which are would otherwise be required to be paid by any Borrower in accordance with the provisions of this Section 2.10(f), each Bank receiving the benefits of such payments of Taxes hereby agrees to pay to such Borrower any amounts refunded to such Bank which such Bank determines in its sole discretion to be a refund in respect of such TaxesLoans (or portions thereof) or participation in Letters of Credit pursuant to Section 4.8(a) or Section 4.8(c) would be materially reduced, and if, as determined by such Lender, in its reasonable discretion, the making, funding or maintaining of such Loans or participation in Letters of Credit (or portions thereof) through such other lending office or taking of such other action would not otherwise materially adversely affect such Loans or such Lender. The Borrowers agree to pay all reasonable expenses incurred by any Lender in utilizing another lending office of such Lender or taking of such other action pursuant to this Section 4.8(f).

Net Payments. (i) All payments by the applicable Borrower or the Company under this Agreement Guarantee Payments required to be made hereunder shall be made by the Guarantor without setoff withholding or counterclaim and (unlessdeduction at source for, in the case of Competitive Bid Loans only, otherwise agreed to between the Borrower and the Bank making any such Competitive Bid Loan), in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of of, any present or future taxes, leviesfees, impostsduties, duties assessments or other governmental charges of whatsoever whatever nature imposed or levied by or on behalf of the Cayman Islands or Bermuda (each, a “taxing jurisdiction”) or any Governmental Authoritypolitical subdivision or taxing authority thereof or therein, other than unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (i) the laws (or any tax on regulations or measured by the net income rulings promulgated thereunder) of a Bank pursuant taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (ii) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If a withholding or deduction at source is required, the Guarantor shall, subject to certain limitations and exceptions set forth below, pay to the income tax laws Holder of the United States any Capital Security such Additional Amounts as may be necessary so that every Guarantee Payment made to such Holder, after such withholding or of the jurisdictions where such Bank's principal or Applicable Lending Office is located (collectivelydeduction, "Taxes")) shall not be less than the amounts otherwise specified amount provided for in this Guarantee Agreement to be paid under this Agreement. If then due and payable; provided, however, that the applicable Borrower Guarantor shall not be required to make payment of such Additional Amounts for or on account of: (1) any tax, fee, duty, assessment or governmental charge of whatever nature which would not have been imposed but for the fact that such Holder: (A) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or receipt of payment under, such Capital Security; (B) presented such Capital Security for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such Capital Security could not have been presented for payment elsewhere; or (C) presented such Capital Security more than thirty (30) days after the date on which the payment in respect of such Capital Security first became due and payable or provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Capital Security for payment on any day within such period of thirty (30) days; (2) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (3) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the Company is required beneficial owner of such Capital Security to comply with any reasonable request by law the Guarantor or the Trust addressed to the Holder within 90 days of such request (A) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (B) to make any deduction declaration or withholding from other similar claim or satisfy any payment due hereunderinformation or reporting requirement, then the amount payable will be increased to such amount which, after deduction in the case of (A) or (B), is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such increased amount tax, assessment or other governmental charge; or (4) any combination of all amounts required items (1), (2) and (3); nor shall Additional Amounts be paid with respect to be deducted any Guarantee Payment to any Holder who is a fiduciary or withheld therefrom, will not be less partnership or other than the amount otherwise due and payable. Without prejudice sole beneficial owner of the related Capital Security to the foregoing, if any Bank or the Administrative Agent is extent such payment would be required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America, any State relevant taxing jurisdiction (or political subdivision thereof, or the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of any a beneficiary or partner or settlor with respect to such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to fiduciary or on behalf a member of such Bank pursuant partnership or a beneficial owner who would not have been entitled to Section 2. For purposes of this Section, such Additional Amounts had it been the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as to any additional amounts payable to a Bank under this Section 2.10(f) submitted to the Company by such Bank shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Taxes, the Company shall promptly furnish to each Bank such certificates, receipts and other documents as may be required (in the judgment Holder of such Bank) to establish any tax credit to which such Bank may be entitledCapital Security. (ii) Each Bank shall supply to the Company, within a reasonable period after the date of execution of this Agreement, executed copies of Internal Revenue Service Form W-8ECI or W-8BEN (which indicates that the respective Bank is entitled to receive interest exempt from United States withholding tax) or any successor Forms, and shall update such Forms as necessary in order to retain their effectiveness, to the extent each such Bank is legally entitled to execute and deliver either of such Forms. (iii) With respect to any Taxes which are paid by any Borrower in accordance with the provisions of this Section 2.10(f), each Bank receiving the benefits of such payments of Taxes hereby agrees to pay to such Borrower any amounts refunded to such Bank which such Bank determines in its sole discretion to be a refund in respect of such Taxes.

Net Payments. (i) The provisions of this Section 16.2 and all references to "Guarantor" contained in this Section 16.2 shall apply only to such Persons, if any, which become a Guarantor pursuant to Section 16.7 and are organized and existing in a jurisdiction outside the United States. All payments by of principal of and premium, if any, interest and any other amounts on, or in respect of, the applicable Borrower Securities of any series or the Company under this Agreement any Coupon appertaining thereto shall be made by the Guarantor without setoff withholding or counterclaim and (unlessdeduction at source for, in the case of Competitive Bid Loans only, otherwise agreed to between the Borrower and the Bank making any such Competitive Bid Loan), in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of of, any present or future taxes, leviesfees, impostsduties, duties assessments or other governmental charges of whatsoever whatever nature imposed or levied by or on behalf of the jurisdiction in which the Guarantor or any Governmental Authoritysuccessor is organized or resident for tax purposes (each, other than a "Relevant Taxing Jurisdiction") or any tax on political subdivision or measured taxing authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (i) the net income laws or any related regulations or rulings of a Bank pursuant Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein or (ii) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a ruling by a court of competent jurisdiction or by a taxing authority in a Relevant Taxing Jurisdiction or any political subdivision thereof). If any withholding or deduction is required in any Relevant Taxing Jurisdiction, the Guarantor shall, subject to certain limitations and exceptions set forth below, pay to the income tax laws Holder of the United States any such Security or any Coupon appertaining thereto such Additional Amounts as may be necessary so that every net payment of the jurisdictions where principal, premium, if any, interest or any other amount made to such Bank's principal Holder, after such withholding or Applicable Lending Office is located (collectivelydeduction, "Taxes")) shall not be less than the amounts otherwise specified amount provided for in such Security, any Coupons appertaining thereto and this Indenture to be paid under this Agreement. If then due and payable; provided, however, that the applicable Borrower foregoing obligation to pay Additional Amounts will not apply on account of any tax, fee, duty, assessment or the Company governmental charge which is required payable: (1) otherwise by law to make any deduction or withholding from payments of principal of, any premium, if any, or interest on such Securities; (2) by reason of such Holder having, or having had, some personal or business connection with the country in which the Guarantor is organized and not merely by reason of the fact that payments are, or for the purposes of taxation are deemed to be, from sources in, or secured in, such country; (3) by reason of a change in law or official practice of any relevant taxing authority that becomes effective more than 15 days after the Relevant Date (as defined below) for payment of principal, any premium, if any, or interest in respect of such Securities; (4) by a Paying Agent from a payment of principal, premium, if any, or interest on any Securities, if such payment could have been made by another Paying Agent on behalf of the Company without such deduction or withholding; (5) by reason of such Holder's present or former status as a personal holding company, foreign personal holding company, a passive foreign investment company or a controlled foreign corporation for United States tax purposes or a corporation which accumulates earnings to avoid United States federal income tax, and not merely by reason of the fact that payments in respect of the Securities are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the country in which the Guarantor is organized; (6) by reason of such holder's past or present status as the actual or constructive owner of 10% or more of the combined voting power of all classes of stock of the Company entitled to vote; (7) by reason of any estate, excise, inheritance, gift, sales, transfer, wealth or personal property tax or any similar assessment or governmental charge; (8) as a result of the failure of a Holder to comply with certification, identification or other information reporting requirements or to make a declaration of nonresidence or other similar claim for exemption to the relevant taxing authority; (9) pursuant to any European Union directive on the taxation of savings income or any law implementing or complying with, or introduced to conform to any such directive; or (10) owing to any combination of clauses (1) through (9) above. No Additional Amounts will be paid with respect to any payment due hereunderof the principal of, then the amount payable will be increased or premium, if any, interest or any other amounts on, any such Security to such amount which, after deduction from such increased amount of all amounts required to be deducted any Holder who is a fiduciary or withheld therefrom, will not be less partnership or other than the amount otherwise due and payable. Without prejudice sole beneficial owner of such Security to the foregoing, if any Bank or the Administrative Agent is extent such payment would be required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America, any State relevant taxing jurisdiction (or political subdivision thereof, or the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or partner or settler with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder of the Security. For the purposes hereof the "Relevant Date" is the date on which the payment of principal of, premium, if any, or interest on any series of Securities first becomes due and payable but, if the full amount of the monies payable on such date has not been received by the relevant Paying Agent or as it shall have directed on or prior to such date, the "Relevant Date" means the date on which such monies shall have been so received. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium, interest or any other amounts on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such jurisdiction as such Bank mention shall determine are payable be deemed to include mention of the payment of Additional Amounts provided by such Bank in respect of Taxes paid to or on behalf the terms of such Bank series established hereby or pursuant to Section 2. For purposes of this Section, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as to any additional amounts payable to a Bank under this Section 2.10(f) submitted to the Company by such Bank shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Taxes, the Company shall promptly furnish to each Bank such certificates, receipts and other documents as may be required (in the judgment of such Bank) to establish any tax credit to which such Bank may be entitled. (ii) Each Bank shall supply to the Company, within a reasonable period after the date of execution of this Agreement, executed copies of Internal Revenue Service Form W-8ECI or W-8BEN (which indicates that the respective Bank is entitled to receive interest exempt from United States withholding tax) or any successor Forms, and shall update such Forms as necessary in order to retain their effectiveness, hereto to the extent each that, in such Bank is legally entitled to execute and deliver either of such Forms. (iii) With context, Additional Amounts are, were or would be payable in respect to any Taxes which are paid by any Borrower in accordance with the provisions of this Section 2.10(f), each Bank receiving the benefits of such payments of Taxes hereby agrees to pay thereof pursuant to such Borrower terms, and express mention of the payment of Additional Amounts (if applicable) in any amounts refunded to provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such Bank which such Bank determines in its sole discretion to be a refund in respect of such Taxesexpress mention is not made.

Net Payments. (i) All payments by the applicable Borrower or the Company under this Agreement shall be made without setoff or counterclaim and (unless, in the case of Competitive Bid Loans only, otherwise agreed to between the Borrower and the Bank making any such Competitive Bid Loan), in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any Governmental Authority, other than any tax on or measured by the net income of a Bank pursuant to the income tax laws of the United States or of the jurisdictions where such Bank's principal or Applicable Lending Office is located (collectively, "Taxes")) shall not be less than the amounts otherwise specified to be paid under this Agreement. If the applicable Borrower or the Company is required by law to make any deduction or withholding from any payment due hereunder, then the amount payable will be increased to such amount which, after deduction from such increased amount of all amounts required to be deducted or withheld therefrom, will not be less than the amount otherwise due and payable. Without prejudice to the foregoing, if any Bank or the Administrative Agent is required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America, any State or political subdivision thereof, or the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to Section Article 2. For purposes of this Section, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as to any additional amounts payable to a Bank under this Section 2.10(f) submitted to the Company by such Bank shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Taxes, the Company shall promptly furnish to each Bank such certificates, receipts and other documents as may be required (in the judgment of such Bank) to establish any tax credit to which such Bank may be entitled. (ii) Each Bank shall supply to the Company, within a reasonable period after the date of execution of this Agreement, executed copies of Internal Revenue Service Form W-8ECI or W-8BEN (which indicates that the respective Bank is entitled to receive interest exempt from United States withholding tax) or any successor Forms, and shall update such Forms as necessary in order to retain their effectiveness, to the extent each such Bank is legally entitled to execute and deliver either of such Forms. (iii) With respect to any Taxes which are paid by any Borrower in accordance with the provisions of this Section 2.10(f), each Bank receiving the benefits of such payments of Taxes hereby agrees to pay to such Borrower any amounts refunded to such Bank which such Bank determines in its sole discretion to be a refund in respect of such Taxes.

Net Payments. (i) All payments by the applicable Borrower or the Company under this Agreement Guarantee Payments required to be made hereunder shall be made by the Guarantor without setoff withholding or counterclaim and (unlessdeduction at source for, in the case of Competitive Bid Loans only, otherwise agreed to between the Borrower and the Bank making any such Competitive Bid Loan), in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of of, any present or future taxes, leviesfees, impostsduties, duties assessments or other governmental charges of whatsoever whatever nature imposed or levied by or on behalf of the Cayman Islands or Bermuda (each, a "taxing jurisdiction") or any Governmental Authoritypolitical subdivision or taxing authority thereof or therein, other than unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (i) the laws (or any tax on regulations or measured by the net income ruling promulgated thereunder) of a Bank pursuant taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (ii) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If a withholding or deduction at source is required, the Guarantor shall, subject to certain limitations and exceptions set forth below, pay to the income tax laws Holder of the United States any Preferred Security such Additional Amounts as may be necessary so that every Guarantee Payment made to such Holder, after such withholding or of the jurisdictions where such Bank's principal or Applicable Lending Office is located (collectivelydeduction, "Taxes")) shall not be less than the amounts otherwise specified amount provided for in this Guarantee Agreement to be paid under this Agreement. If then due and payable; provided, however, that the applicable Borrower -------- ------- Guarantor shall not be required to make payment of such Additional Amounts for or on account of: (1) any tax, fee, duty, assessment or governmental charge of whatever nature which would not have been imposed but for the fact that such Holder: (A) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or receipt of payment under, such Preferred Security; (B) presented such Preferred Security for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such Preferred Security could not have been presented for payment elsewhere; or (C) presented such Preferred Security more than thirty (30) days after the date on which the payment in respect of such Preferred Security first became due and payable or provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Preferred Security for payment on any day within such period of thirty (30) days; (2) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (3) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the Company is required beneficial owner of such Preferred Security to comply with any reasonable request by law the Guarantor or the Trust addressed to the Holder within 90 days of such request (A) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (B) to make any deduction declaration or withholding from other similar claim or satisfy any payment due hereunderinformation or reporting requirement, then the amount payable will be increased to such amount which, after deduction in the case of (A) or (B), is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such increased amount tax, assessment or other governmental charge; or (4) any combination of all amounts required items (1), (2) and (3); nor shall Additional Amounts be paid with respect to be deducted any Guarantee Payment to any Holder who is a fiduciary or withheld therefrom, will not be less partnership or other than the amount otherwise due and payable. Without prejudice sole beneficial owner of the related Preferred Security to the foregoing, if any Bank or the Administrative Agent is extent such payment would be required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America, any State relevant taxing jurisdiction (or political subdivision thereof, or the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of any a beneficiary or partner or settlor with respect to such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to fiduciary or on behalf a member of such Bank pursuant partnership or a beneficial owner who would not have been entitled to Section 2. For purposes of this Section, such Additional Amounts had it been the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as to any additional amounts payable to a Bank under this Section 2.10(f) submitted to the Company by such Bank shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Taxes, the Company shall promptly furnish to each Bank such certificates, receipts and other documents as may be required (in the judgment Holder of such Bank) to establish any tax credit to which such Bank may be entitledPreferred Security. (ii) Each Bank shall supply to the Company, within a reasonable period after the date of execution of this Agreement, executed copies of Internal Revenue Service Form W-8ECI or W-8BEN (which indicates that the respective Bank is entitled to receive interest exempt from United States withholding tax) or any successor Forms, and shall update such Forms as necessary in order to retain their effectiveness, to the extent each such Bank is legally entitled to execute and deliver either of such Forms. (iii) With respect to any Taxes which are paid by any Borrower in accordance with the provisions of this Section 2.10(f), each Bank receiving the benefits of such payments of Taxes hereby agrees to pay to such Borrower any amounts refunded to such Bank which such Bank determines in its sole discretion to be a refund in respect of such Taxes.

Net Payments. All payments of principal of, interest (including any Additional Interest) and any other amounts on, or in respect of, the Securities shall be made by the Guarantor without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Bermuda (a “taxing jurisdiction”) or any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (i) All payments the laws (or any regulations or ruling promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (ii) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If a withholding or deduction at source is required, the Guarantor shall, subject to certain limitations and exceptions set forth below, pay to the Holder of any such Security such Additional Amounts as may be necessary so that every net payment of principal, premium, if any, interest or any other amount made to such Holder, after such withholding or deduction, shall not be less than the amount provided for in such Security and the Indenture to be then due and payable; provided, however, that the Guarantor shall not be required to make payment of such Additional Amounts for or on account of: (1) any tax, fee, duty, assessment or governmental charge of whatever nature which would not have been imposed but for the fact that such Holder: (A) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or receipt of payment under, such Security; (B) presented such Security for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such Security could not have been presented for payment elsewhere; or (C) presented such Security more than thirty (30) days after the date on which the payment in respect of such Security first became due and payable or provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Security for payment on any day within such period of thirty (30) days; (2) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (3) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the applicable Borrower Holder or the Company under this Agreement shall be made without setoff beneficial owner of such Security to comply with any reasonable request by the Guarantor addressed to the Holder within 90 days of such request (A) to provide information concerning the nationality, residence or counterclaim and identity of the Holder or such beneficial owner or (unlessB) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of Competitive Bid Loans only(A) or (B), otherwise agreed is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a precondition to between exemption from all or part of such tax, assessment or other governmental charge; or (4) any combination of items (1), (2) and (3); nor shall Additional Amounts be paid with respect to any payment of the Borrower and the Bank making principal of, or interest or any other amounts on, any such Competitive Bid Loan)Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such Security to the extent such payment would be required by the laws of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder of the Security. Whenever in this Supplemental Indenture there is mentioned, in any context, the payment of the principal of, or interest or any other amounts on, or in respect of, any Security or the net proceeds received on the sale or exchange of any Security, such mention shall be deemed to include mention of the payment of Additional Amounts established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Supplemental Indenture or the Securities, at least 10 days prior to the first Interest Payment Date after the date hereof, and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Guarantor’s Officer’s Certificate, the Guarantor shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, a Guarantor’s Officer’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of, interest or any other amounts as may on the Securities shall be necessary in order that all such payments (after deduction or made to Holders of Securities without withholding for or on account of any present or future taxestax, leviesfee, impostsduty, duties assessment or other charges of whatsoever nature imposed by any Governmental Authority, other than any tax on or measured by the net income of a Bank pursuant to the income tax laws of the United States or of the jurisdictions where such Bank's principal or Applicable Lending Office is located (collectively, "Taxes")) shall not be less than the amounts otherwise specified to be paid under governmental charge described in this AgreementSection 2.02. If the applicable Borrower or the Company is required by law to make any deduction or such withholding from any payment due hereundershall be required, then such Guarantor’s Officer’s Certificate shall specify by taxing jurisdiction the amount payable will be increased to such amount whichamount, after deduction from such increased amount of all amounts if any, required to be deducted or withheld therefrom, will not be less than the amount otherwise due and payable. Without prejudice on such payments to the foregoing, if any Bank or the Administrative Agent is required to make any payment on account such Holders of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America, any State or political subdivision thereof, or the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to Section 2. For purposes of this Section, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as to any additional amounts payable to a Bank under this Section 2.10(f) submitted to the Company by such Bank shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Taxes, the Company shall promptly furnish to each Bank such certificates, receipts and other documents as may be required (in the judgment of such Bank) to establish any tax credit to which such Bank may be entitled. (ii) Each Bank shall supply to the Company, within a reasonable period after the date of execution of this Agreement, executed copies of Internal Revenue Service Form W-8ECI or W-8BEN (which indicates that the respective Bank is entitled to receive interest exempt from United States withholding tax) or any successor FormsSecurities, and shall update such Forms as necessary in order to retain their effectiveness, to the extent each such Bank is legally entitled to execute and deliver either of such Forms. (iii) With respect to any Taxes which are paid by any Borrower in accordance with the provisions of this Section 2.10(f), each Bank receiving the benefits of such payments of Taxes hereby Guarantor agrees to pay to the Trustee or such Borrower Paying Agent the Additional Amounts required by this Section 2.02. The Company and the Guarantor, jointly and severally, covenant to indemnify the Trustee and any amounts refunded Paying Agent for, and to such Bank which such Bank determines hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in its sole discretion connection with actions taken or omitted by any of them in reliance on any Guarantor’s Officer’s Certificate furnished pursuant to be a refund in respect of such Taxesthis Section 2.02.

Net Payments. (ia) All payments made by the applicable Borrower hereunder or under any Loan Document will be made without setoff, counterclaim or other defense. All payments hereunder and under any of the Company under this Agreement Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall be made without setoff or counterclaim and (unless, in the case of Competitive Bid Loans only, otherwise agreed to between by the Borrower free and the Bank making any such Competitive Bid Loan), in such amounts as may be necessary in order that all such payments (after clear of and without deduction or withholding for or on account of any present or future taxestax, leviesduty, impostslevy, duties impost, assessment or other charges charge of whatsoever whatever nature now or hereafter imposed by any Governmental Authority, other than but excluding therefrom (i) any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu of a Bank pursuant to net income taxes) of the income tax laws Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender is incorporated or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration 130 thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the jurisdictions where tax rate then in effect) on the Closing Date or to which such Bank's Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or Applicable Lending Office lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is located imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (collectivelyvii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, "Taxes")) shall not be less other than the amounts otherwise specified tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to be paid under this Agreementas “Tax” or “Taxes”). If the applicable Borrower or the Company is required by law to make any deduction or withholding of any Taxes from any payment due hereunderhereunder or under any of the Loan Documents, then the amount payable will be increased to such amount which, after deduction from such increased amount of all amounts such Taxes required to be withheld or deducted or withheld therefrom, will not be less than the amount otherwise due and payable. Without prejudice to the foregoing, if any Bank payable hereunder had no such deduction or the Administrative Agent is required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America, any State or political subdivision thereof, or the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to Section 2. For purposes of this Section, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewithwithholding been required. A certificate as to any additional amounts payable to a Bank Lender under this Section 2.10(f) 4.7 submitted to the Company Borrower by such Bank Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With . (b) If the Borrower makes any payment hereunder or under any of the Loan Documents in respect of which it is required by law to each make any deduction or withholding for or on account of any Taxes, it shall pay the Company full amount to be deducted or withheld to the relevant taxation or other authority within the time allowed for such payment under applicable law and shall promptly furnish deliver to each Bank the Lenders within 30 days after it has made such certificatespayment to the applicable authority an original or certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment, receipts and a copy of the return reporting such payment or other documents as may be evidence of such payment reasonably satisfactory to the Lender or Administrative Agent. (c) Without prejudice to the other provisions of Section 4.7, if any Lender, or the Administrative Agent on its behalf, is required (by law to make any payment on account of Taxes on or in relation to any amount received or receivable hereunder or under any of the Loan Documents by such Lender, or the Administrative Agent on its behalf, or any liability for Tax in respect of any such payment is imposed, levied or assessed against any Lender or the Administrative Agent on its behalf, the Borrower will promptly, following receipt of the certificate described in the judgment immediately following sentence, indemnify such person against such Tax payment or liability, together with any interest, penalties and expenses (including reasonable counsel fees and expenses) payable or incurred in connection therewith, including any tax of any Lender or the Administrative Agent arising by virtue of payments under this Section 4.7(c), computed in a manner consistent with this Section 4.7(c). A certificate as to the amount of such Bankpayment by such Lender, or the Administrative Agent on its behalf, showing calculations thereof 131 in reasonable detail, absent manifest error, shall be final, conclusive and binding upon all parties hereto for all purposes. (i) To the extent permitted by applicable law and to the extent it has not already delivered the applicable forms, each Lender that is a Non-U.S. Participant shall deliver to Borrower and Administrative Agent on or prior to the Initial Borrowing date (or in the case of a Lender that is an Assignee, on the date of such assignment to such Lender) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable form prescribed by the IRS) certifying to such Lender’s entitlement to a complete exemption from, or a reduced rate of, United States withholding tax on interest payments to be made under this Agreement or any Note. If a Lender that is a Non-U.S. Participant is claiming a complete exemption from withholding on interest pursuant to Section 881(c) of the Code, the Lender shall deliver (along with two accurate and complete original signed copies of IRS Form W-8BEN) a certificate substantially in the form of Exhibit 4.7(d) (any such certificate, a “Section 4.7(d)(i) Certificate”). In addition, each Lender that is a Non-U.S. Participant agrees that from time to time after the Initial Borrowing date, (or in the case of a Lender that is an Assignee, after the date of the assignment to such Lender), when a lapse in time (or change in circumstances occurs) renders the prior certificates hereunder obsolete or inaccurate in any material respect, such Lender shall, to the extent permitted under applicable law, deliver to the Borrower and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 4.7(d)(i) Certificate, to confirm or establish the entitlement of such Lender or Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or any tax credit to which such Bank may be entitledNote. (ii) Each Bank Lender that is not a Non-U.S. Participant (other than any such Lender which is taxed as a corporation for U.S. federal income tax purposes) shall supply to the Company, within a reasonable period after the date of execution of this Agreement, provide two properly completed and duly executed copies of Internal Revenue Service IRS Form W-8ECI W-9 (or W-8BEN (which indicates any successor or other applicable form) to Borrower and Administrative Agent certifying that the respective Bank such Lender is entitled to receive interest exempt from United States backup withholding tax. To the extent that a form provided pursuant to this Section 4.7(d)(ii) is rendered obsolete or inaccurate in any successor Formsmaterial respects as result of change in circumstances with respect to the status of a Lender, and shall update such Forms as necessary in order to retain their effectivenessLender or Agent shall, to the extent each permitted by applicable law, deliver to Borrower and Administrative Agent revised forms necessary to confirm or establish the entitlement to such Bank is legally entitled to execute and deliver either of such FormsLender’s exemption from United States backup withholding tax. (iii) With If a payment made to a Lender would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or Administrative Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or Administrative Agent as may be necessary for the Borrower or Administrative Agent to comply with its obligations under FATCA, to determine that such Lender has or has not complied with its obligations under FATCA or to determine the amount to deduct and withhold from such payment. For purposes of this Section 4.7(d)(iii), “FATCA” shall include any amendments made to FATCA after the Sixth Amendment Effective Date. (e) Each Lender agrees that, as promptly as practicable after it becomes aware of the occurrence of any event or the existence of any condition that would cause the Borrower to make a payment in respect of any Taxes to such Lender pursuant to Section 4.7(a) or a payment in indemnification for any Taxes pursuant to Section 4.7(c), it will use reasonable efforts to make, fund or maintain the Loan (or portion thereof) of such Lender with respect to which the aforementioned payment is or would be made through another lending office of such Lender if as a result thereof the additional amounts which would otherwise be required to be paid by such the Borrower in respect of such Loans (or portions thereof) or participation in Letters of Credit pursuant to Section 4.7(a) or Section 4.7(c) would be materially reduced, and if, as determined by such Lender, in its reasonable discretion, the making, funding or maintaining of such Loans or participation in Letters of Credit (or portions thereof) through such other lending office would not otherwise materially adversely affect such Loans or such Lender. The Borrower agrees to pay all reasonable expenses incurred by any Lender in utilizing another lending office of such Lender pursuant to this Section 4.7(e). (f) If the Administrative Agent or any Lender (or Participant) receives any refund with respect to any Taxes as to which are it has been indemnified by the Borrower, or with respect to which the Borrower has paid additional amounts pursuant to this Section 4.7, it shall pay over to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 4.7 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender (or Participant) and without interest (other than any interest paid by any Borrower in accordance the relevant Governmental Authority with respect to such refund); provided that the provisions Borrower, upon the request of this Section 2.10(fthe Administrative Agent or such Lender (or Participant), each Bank receiving the benefits of such payments of Taxes hereby agrees to pay repay the amount paid over to the Borrower, to the Administrative Agent or such Lender (or Participant), together with any interest, penalties and additions to tax, in the event the Administrative Agent or such Lender (or Participant) is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent or any Lender (or Participant) to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any amounts refunded to such Bank which such Bank determines in its sole discretion to be a refund in respect of such Taxesother Person.

Net Payments. (ia) All payments made by the applicable Borrower Borrowers hereunder or under any Credit Document will be made without setoff, counterclaim or other defense. Except as provided in this Section 4.04, all payments hereunder and under any of the Company under this Agreement Credit Documents (including, without limitation, payments on account of principal and interest and fees) shall be made by the Borrowers free and clear of and without setoff or counterclaim and (unless, in the case of Competitive Bid Loans only, otherwise agreed to between the Borrower and the Bank making any such Competitive Bid Loan), in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of any present or future taxestax, leviesduty, impostslevy, duties impost, assessment or other charges charge of whatsoever whatever nature now or hereafter imposed by any Governmental Authority, other than any but excluding therefrom (i) a tax imposed on or measured by the overall net income (including a franchise tax based on net income) of a Bank pursuant to the income tax 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 jurisdictions where United States by means of withholding at the source unless such Bank's principal withholding results from a change in applicable law, treaty or Applicable Lending Office is located regulations or the interpretation or administration thereof (collectivelyincluding, 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 "TaxesTAX" or "TAXES")) shall not be less than the amounts otherwise specified to be paid under this Agreement. If the applicable Borrower or the Company is Borrowers are required by law to make any deduction or withholding of any Taxes from any payment due hereunderhereunder or under any of the Credit Documents, then the amount payable will be increased to such amount which, after deduction from such increased amount of all amounts such Taxes required to be withheld or deducted or withheld therefrom, will not be less than the amount otherwise due and payable. Without prejudice to the foregoing, if any Bank payable hereunder had no such deduction or the Administrative Agent is required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America, any State or political subdivision thereof, or the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to Section 2. For purposes of this Section, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewithwithholding been required. A certificate as to any additional amounts payable to a Bank Lender under this Section 2.10(f) 4.04 submitted to the Company Lead Borrower by such Bank Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With . (b) If the Borrowers make any payment hereunder or under any of the Credit Documents in respect of which they are required by law to each make any deduction or withholding for or on account of any Taxes, the Company Borrowers shall promptly furnish pay the full amount to be deducted or withheld to the relevant taxation or other authority within the time allowed for such payment under applicable law and shall deliver to the Lenders within thirty (30) days after it has made such payment to the applicable authority a receipt issued by such authority evidencing the payment to such authority of all amounts so required to be deducted or withheld from such payment. (c) Without prejudice to the other provisions of Section 4.04, if any Lender, or the Administrative Agent on its behalf, is required by law to make any payment on account of Taxes on or in relation to any amount received or receivable hereunder or under any of the Credit Documents by such Lender, or the Administrative Agent on its behalf, or any liability for Tax in respect of any such payment is imposed, levied or assessed against any Lender or the Administrative Agent on its behalf, the Borrowers will promptly, following receipt of the certificate described in the immediately following sentence, indemnify such person against such Tax payment or liability, together with any interest, penalties and expenses (including reasonable counsel fees and expenses) payable or incurred in connection therewith, including any tax of any Lender arising by virtue of payments under this Section 4.04(c), computed in a manner consistent with this Section 4.04(c). A certificate prepared in good faith as to the amount of such payment by such Lender, or the Administrative Agent on its behalf, absent manifest error, shall be final, conclusive and binding upon all parties hereto for all purposes. (d) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the Lead Borrower and the Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an Assignee of an interest under this Agreement pursuant to Section 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment), on the date of such assignment to such Lender, (i) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI or W-8IMY (or successor or other applicable forms pre▇▇▇▇▇▇▇ ▇▇ ▇▇▇ IRS) certifying to such Lender's entitlement to a complete exemption from or reduced rate of United States withholding tax on interest payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver the applicable form pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit C (any such certificate, a "SECTION 4.04(D)(II) CERTIFICATE") and (y) two accurate and complete original signed copies of IRS Form W-8 (or successor form) certifying to such Lender's entitlement to a complete exemption from United States withholding tax on payments of interest to be made under this Agreement and under any Note; provided, however, that no Lender shall be required to deliver an IRS Form W-8BEN, W-8ECI, W-8IMY, or Section 4.04(d)(ii) Certificate under thi▇ ▇▇▇▇▇▇▇ ▇.▇▇(d) to the extent that the delivery of such form is not authorized by law; provided, further, however, that in the event that a Lender provides the Borrowers or the Administrative Agent with an IRS Form W-8IMY (or substitute form) indicating that it is a "flow through" entity, as defined in Treasury Regulations promulgated under Section 1441 of the Code, or otherwise, not a beneficial owner of interest payments under this Agreement and under any Note, such Lender agrees, on or prior to the Closing Date, or the date of assignment to such Lender, as applicable, to take any actions necessary, and to deliver to the Borrowers and the Administrative Agent all forms necessary, to establish such Lender's entitlement to a complete exemption from, or a reduction in, United States withholding tax on payments of interest to be made under this Agreement and under any Note, including causing its partners, members, beneficiaries, beneficial owners, and their beneficial owners, if any, to take any actions and deliver any forms necessary to establish such exemption. Notwithstanding the foregoing, (i) a fiscally transparent entity may provide an IRS Form W-8BEN to claim a treaty exemption or rate reduction to the extent that such entity is receiving interest and is not treated as fiscally transparent by its own jurisdiction, provided, that 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 to IRS Forms W-8 IMY required to be filed by the Lender. In addition, each Bank Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such certificatesLender will deliver to the Lead Borrower and the Administrative Agent two new accurate and complete original signed copies of an IRS Form W-8BEN, receipts W-8ECI, or W-8IMY and a Section 4.04(d)(ii) Certificate, as the case may be, and such other documents forms as may be required (in order to confirm or establish the judgment entitlement of such BankLender (or its partners, members, beneficiaries, or beneficial owners) to establish a continued exemption from or reduction in United States withholding Tax on interest payments under this Agreement and any tax credit 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 IRS Form W8-BEN, W-8ECI, or W-8IMY under this Section 4.04(d) to the extent t▇▇▇ ▇▇▇ ▇▇▇▇▇▇ry of such form is not authorized by law; provided, further, however, that any Lender which does not deliver the applicable form pursuant to this Section 4.04(d) shall be entitled to additional payment pursuant to Section 4.04(a) or indemnification under Section 4.04(c) only if and to the extent (i) such failure results from a change in law or (ii) the Tax to which such Bank may additional payment or indemnification relates would have been imposed regardless of whether such Lender provided such forms. Notwithstanding anything to the contrary contained in Section 4.04, any Lender that has not provided to the Borrower the IRS Forms required to be entitledprovided to the Borrowers pursuant to this Section 4.04(d) shall not be entitled to any payment of additional amounts pursuant to Section 4.04(a) or indemnification under Section 4.04(c) with respect to any deduction or withholding which would not have been required if such Lender had provided such forms. (iie) Each Bank Lender that is incorporated or organized under the laws of the United States of America or a state thereof shall supply to the Company, within a reasonable period after the date of execution of this Agreement, provide two properly completed and duly executed copies of Internal Revenue Service IRS Form W-8ECI or W-8BEN (which indicates that the respective Bank is entitled to receive interest exempt from United States withholding tax) W-9, or any successor Forms, and or other applicable form. Each Lender shall update such Forms as necessary in order to retain their effectiveness, deliver to the extent each Borrowers and the Administrative Agent (provided that such Bank Lender remains lawfully able to do so), two further duly executed forms and statements, properly completed in all material respects, at or before the time any such form or statement expires or becomes obsolete, or otherwise as reasonably requested by the Borrower. Each Lender shall promptly notify the Borrowers at any time it determines that it is legally entitled no longer in a position to execute and deliver either of provide any previously delivered certificate to the Borrower (or any other form or certification adopted by U.S. taxing authorities for such Formspurpose). (iiif) With Each Lender agrees that, as promptly as practicable after it becomes aware of the occurrence of any event or the existence of any condition that would cause the Borrowers to make a payment in respect of any Taxes to such Lender pursuant to Section 4.04(a) or a payment in indemnification for any Taxes pursuant to Section 4.04(c), it will use reasonable efforts to make, fund or maintain the Loan (or portion thereof) of such Lender with respect to which the aforementioned payment is or would be made through another lending office of such Lender or take any Taxes other action reasonably requested by the Lead Borrower if as a result thereof the additional amounts which are would otherwise be required to be paid by any Borrower in accordance with the provisions of this Section 2.10(f), each Bank receiving the benefits of such payments of Taxes hereby agrees to pay to such Borrower any amounts refunded to such Bank which such Bank determines in its sole discretion to be a refund Borrowers in respect of such TaxesLoans (or portions thereof) pursuant to Section 4.04(a) or Section 4.04(c) would be materially reduced, and if, as determined by such Lender, in its reasonable discretion, the making, funding or maintaining of such Loans (or portions thereof) through such other lending office or taking of such other action would not otherwise materially adversely affect such Loans or such Lender. The Borrowers agrees to pay all reasonable expenses incurred by any Lender in utilizing another lending office of such Lender or taking of such other action pursuant to this Section 4.04(f).

Net Payments. (i) All payments by the applicable Borrower or the Company under this Agreement shall be made without setoff or counterclaim and (unless, in the case of Competitive Bid Loans only, otherwise agreed to between the Borrower and the Bank making any such Competitive Bid Loan), in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any Governmental Authority, other than any tax on or measured by the net income of a Bank pursuant to the income tax laws of the United States or of the jurisdictions where such Bank's principal or Applicable Lending Office is located (collectively, "Taxes")) shall not be less than the amounts otherwise specified to be paid under this Agreement. If the applicable Borrower or the Company is required by law to make any deduction or withholding from any payment due hereunder, then the amount payable will be increased to such amount which, after deduction from such increased amount of all amounts required to be deducted or withheld therefrom, will not be less than the amount otherwise due and payable. Without prejudice to the foregoing, if any Bank or the Administrative Agent is required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America, any State or political subdivision thereof, or the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to Section Article 2. For purposes of this Section, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as to any additional amounts payable to a Bank under this Section 2.10(f) submitted to the Company by such Bank shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Taxes, the Company shall promptly furnish to each Bank such certificates, receipts and other documents as may be required (in the judgment of such Bank) to establish any tax credit to which such Bank may be entitled. (ii) Each Bank shall supply to the Company, within a reasonable period after the date of execution of this Agreement, executed copies of Internal Revenue Service Form W-8ECI or W-8BEN (which indicates that the respective Bank is entitled to receive interest exempt from United States withholding tax) or any successor Forms, and shall update such Forms as necessary in order to retain their effectiveness, to the extent each such Bank is legally entitled to execute and deliver either of such Forms. (iii) With respect to any Taxes which are paid by any Borrower in accordance with the provisions of this Section 2.10(f), each Bank receiving the benefits of such payments of Taxes hereby agrees to pay to such Borrower any amounts refunded to such Bank which such Bank determines in its sole discretion to be a refund in respect of such Taxes.

Net Payments. (ia) All payments made by the applicable Borrower hereunder or under any Loan Document will be made without setoff, counterclaim or other defense. All payments hereunder and under any of the Company under this Agreement Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall be made without setoff or counterclaim and (unless, in the case of Competitive Bid Loans only, otherwise agreed to between by the Borrower free and the Bank making any such Competitive Bid Loan), in such amounts as may be necessary in order that all such payments (after clear of and without deduction or withholding for or on account of any present or future taxestax, leviesduty, impostslevy, duties impost, assessment or other charges charge of whatsoever whatever nature now or hereafter imposed by any Governmental Authority, other than but excluding therefrom (i) any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu of a Bank pursuant to net income taxes) of the income tax laws Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender is incorporated or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the jurisdictions where tax rate then in effect) on the Closing Date or to which such Bank's Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or Applicable Lending Office lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is located imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (collectivelyvii) any United States federal withholding taxes imposed under FATCA (such tax or taxes, "Taxes")) shall not be less other than the amounts otherwise specified tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to be paid under this Agreementas “Tax” or “Taxes”). If the applicable Borrower or the Company is required by law to make any deduction or withholding of any Taxes from any payment due hereunderhereunder or under any of the Loan Documents, then the amount payable will be increased to such amount which, after deduction from such increased amount of all amounts such Taxes required to be withheld or deducted or withheld therefrom, will not be less than the amount otherwise due and payable. Without prejudice to the foregoing, if any Bank payable hereunder had no such deduction or the Administrative Agent is required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America, any State or political subdivision thereof, or the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to Section 2. For purposes of this Section, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewithwithholding been required. A certificate as to any additional amounts payable to a Bank Lender under this Section 2.10(f) 4.7 submitted to the Company Borrower by such Bank Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With . (b) If the Borrower makes any payment hereunder or under any of the Loan Documents in respect of which it is required by law to each make any deduction or withholding for or on account of any Taxes, it shall pay the Company full amount to be deducted or withheld to the relevant taxation or other authority within the time allowed for such payment under applicable law and shall promptly furnish deliver to each Bank the Lenders within 30 days after it has made such certificatespayment to the applicable authority an original or certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment, receipts and a copy of the return reporting such payment or other documents as may be evidence of such payment reasonably satisfactory to the Lender or Administrative Agent. (c) Without prejudice to the other provisions of Section 4.7, if any Lender, or the Administrative Agent on its behalf, is required (by law to make any payment on account of Taxes on or in relation to any amount received or receivable hereunder or under any of the Loan Documents by such Lender, or the Administrative Agent on its behalf, or any liability for Tax in respect of any such payment is imposed, levied or assessed against any Lender or the Administrative Agent on its behalf, the Borrower will promptly, following receipt of the certificate described in the judgment immediately following sentence, indemnify such person against such Tax payment or liability, together with any interest, penalties and expenses (including reasonable counsel fees and expenses) payable or incurred in connection therewith, including any tax of any Lender or the Administrative Agent arising by virtue of payments under this Section 4.7(c), computed in a manner consistent with this Section 4.7(c). A certificate as to the amount of such Bankpayment by such Lender, or the Administrative Agent on its behalf, showing calculations thereof in reasonable detail, absent manifest error, shall be final, conclusive and binding upon all parties hereto for all purposes. (i) To the extent permitted by applicable law and to the extent it has not already delivered the applicable forms, each Lender that is a Non-U.S. Participant shall deliver to Borrower and Administrative Agent on or prior to the Initial Borrowing date (or in the case of a Lender that is an Assignee, on the date of such assignment to such Lender) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable form prescribed by the IRS) certifying to such Lender’s entitlement to a complete exemption from, or a reduced rate of, United States withholding tax on interest payments to be made under this Agreement or any Note. If a Lender that is a Non-U.S. Participant is claiming a complete exemption from withholding on interest pursuant to Section 881(c) of the Code, the Lender shall deliver (along with two accurate and complete original signed copies of IRS Form W-8BEN) a certificate substantially in the form of Exhibit 4.7(d) (any such certificate, a “Section 4.7(d)(i) Certificate”). In addition, each Lender that is a Non-U.S. Participant agrees that from time to time after the Initial Borrowing date, (or in the case of a Lender that is an Assignee, after the date of the assignment to such Lender), when a lapse in time (or change in circumstances occurs) renders the prior certificates hereunder obsolete or inaccurate in any material respect, such Lender shall, to the extent permitted under applicable law, deliver to the Borrower and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 4.7(d)(i) Certificate, to confirm or establish the entitlement of such Lender or Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or any tax credit to which such Bank may be entitledNote. (ii) Each Bank Lender that is not a Non-U.S. Participant (other than any such Lender which is taxed as a corporation for U.S. federal income tax purposes) shall supply to the Company, within a reasonable period after the date of execution of this Agreement, provide two properly completed and duly executed copies of Internal Revenue Service IRS Form W-8ECI W-9 (or W-8BEN (which indicates any successor or other applicable form) to Borrower and Administrative Agent certifying that the respective Bank such Lender is entitled to receive interest exempt from United States backup withholding tax. To the extent that a form provided pursuant to this Section 4.7(d)(ii) is rendered obsolete or inaccurate in any successor Formsmaterial respects as result of change in circumstances with respect to the status of a Lender, and shall update such Forms as necessary in order to retain their effectivenessLender or Agent shall, to the extent each permitted by applicable law, deliver to Borrower and Administrative Agent revised forms necessary to confirm or establish the entitlement to such Bank is legally entitled to execute and deliver either of such FormsLender’s exemption from United States backup withholding tax. (iii) With If a payment made to a Lender would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or Administrative Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or Administrative Agent as may be necessary for the Borrower or Administrative Agent to comply with its obligations under FATCA, to determine that such Lender has or has not complied with its obligations under FATCA or to determine the amount to deduct and withhold from such payment. For purposes of this Section 4.7(d)(iii), “FATCA” shall include any amendments made to FATCA after the Sixth Amendment Effective Date. (e) Each Lender agrees that, as promptly as practicable after it becomes aware of the occurrence of any event or the existence of any condition that would cause the Borrower to make a payment in respect of any Taxes to such Lender pursuant to Section 4.7(a) or a payment in indemnification for any Taxes pursuant to Section 4.7(c), it will use reasonable efforts to make, fund or maintain the Loan (or portion thereof) of such Lender with respect to which the aforementioned payment is or would be made through another lending office of such Lender if as a result thereof the additional amounts which would otherwise be required to be paid by such the Borrower in respect of such Loans (or portions thereof) or participation in Letters of Credit pursuant to Section 4.7(a) or Section 4.7(c) would be materially reduced, and if, as determined by such Lender, in its reasonable discretion, the making, funding or maintaining of such Loans or participation in Letters of Credit (or portions thereof) through such other lending office would not otherwise materially adversely affect such Loans or such Lender. The Borrower agrees to pay all reasonable expenses incurred by any Lender in utilizing another lending office of such Lender pursuant to this Section 4.7(e). (f) If the Administrative Agent or any Lender (or Participant) receives any refund with respect to any Taxes as to which are it has been indemnified by the Borrower, or with respect to which the Borrower has paid additional amounts pursuant to this Section 4.7, it shall pay over to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 4.7 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender (or Participant) and without interest (other than any interest paid by any Borrower in accordance the relevant Governmental Authority with respect to such refund); provided that the provisions Borrower, upon the request of this Section 2.10(fthe Administrative Agent or such Lender (or Participant), each Bank receiving the benefits of such payments of Taxes hereby agrees to pay repay the amount paid over to the Borrower, to the Administrative Agent or such Lender (or Participant), together with any interest, penalties and additions to tax, in the event the Administrative Agent or such Lender (or Participant) is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent or any Lender (or Participant) to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any amounts refunded to such Bank which such Bank determines in its sole discretion to be a refund in respect of such Taxesother Person.

Net Payments. (ia) All Subject to the following sentence, all payments made by or on behalf of the applicable Borrower or the Company under this Agreement or any other Credit Document shall be made free and clear of, and without setoff or counterclaim and (unless, in the case of Competitive Bid Loans only, otherwise agreed to between the Borrower and the Bank making any such Competitive Bid Loan), in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of of, any present current or future income, stamp or other taxes, levies, imposts, duties duties, charges, fees, deductions or other charges of whatsoever nature imposed withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (i) net income taxes and franchise taxes (imposed in lieu of net income taxes) and capital taxes imposed on the Administrative Agent or any Lender and (ii) any taxes imposed on the Administrative Agent or any Lender as a result of a current or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any tax on such connection arising solely from the Administrative Agent or measured by such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) are required to be withheld from any amounts payable under this Agreement, the net income of a Bank pursuant Borrower shall increase the amounts payable to the income tax laws Administrative Agent or such Lender to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the United States rates or of in the jurisdictions where such Bank's principal or Applicable Lending Office is located (collectivelyamounts specified in this Agreement; provided, "Taxes")) however, that the Borrower shall not be less than the amounts otherwise specified to be paid under this Agreement. If the applicable Borrower or the Company is required by law to make any deduction or withholding from any payment due hereunder, then the amount payable will be increased to such amount which, after deduction from such increased amount of all amounts required to be deducted or withheld therefrom, will increase any such amounts payable to any Lender that is not be less than the amount otherwise due and payable. Without prejudice to the foregoing, if any Bank or the Administrative Agent is required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to organized under the laws of the United States of AmericaAmerica or a state thereof (a “Non-U.S. Lender”) if such Lender fails to comply with the requirements of paragraph (b) of this Section 5.4. Whenever any Non-Excluded Taxes are payable by the Borrower as promptly as possible thereafter such Borrower shall send to the Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt (or other evidence acceptable to such Lender, acting reasonably) received by such Borrower showing payment thereof. If the Borrower fails to pay any State Non-Excluded Taxes when due to the appropriate taxing authority or political subdivision thereoffails to remit to the Administrative Agent the required receipts or other required documentary evidence, such Borrower shall indemnify the Administrative Agent and the Lenders for any incremental taxes, interest, costs or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure. The agreements in this Section 5.4(a) shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) Each Non-U.S. Lender shall: (i) deliver to the Borrower and the Administrative Agent two copies of either (x) in the case of Non-U.S. Lender claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, United States Internal Revenue Service Form W-8BEN (together with a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), or (y) Internal Revenue Service Form W-8BEN or Form W-8ECI, 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 jurisdiction Borrower under this Agreement; (ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower; and (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Borrower or the Administrative Agent; unless in any such case any change in treaty, law or regulation has occurred prior to the date on which any such delivery would otherwise be required that renders any such form inapplicable or would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender so advises the Borrower and the Administrative Agent. Each Person that shall become a Participant pursuant to Section 14.6 or a Lender pursuant to Section 14.6 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 5.4(b), provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Lender from which the principal office related participation shall have been purchased. (c) The Borrower shall not be required to indemnify any Non-U.S. Lender, or lending office to pay any additional amounts to any Non-U.S. Lender, in respect of U.S. Federal withholding tax pursuant to paragraph (a) above to the extent that (i) the obligation to withhold amounts with respect to U.S. Federal withholding tax existed on the date such Bank Non-U.S. Lender became a party to this Agreement (or, in the case of a Participant that is located or not organized under the laws of the United States of America or a state thereof (a “Non-U.S. Participant”), on the date such Non-U.S. Participant became a Participant hereunder); provided, however, that this clause (i) shall not apply to the extent that (x) the indemnity payments or additional amounts any political subdivision Lender (or taxing authority Participant) would be entitled to receive (without regard to this clause (i)) do not exceed the indemnity payment or additional amounts that the person making the assignment, participation or transfer to such Lender (or Participant) would have been entitled to receive in the absence of such assignment, participation or transfer, or (y) such assignment, participation or transfer had been requested by the Borrower, (ii) the obligation to pay such additional amounts would not have arisen but for a failure by such Non-U.S. Lender or Non-U.S. Participant to comply with the provisions of paragraph (b) above or (iii) any of the representations or certifications made by a Non-U.S. Lender or Non-U.S. Participant pursuant to paragraph (b) above are incorrect at the time a payment hereunder is made, other than by reason of any change in treaty, law or regulation having effect after the date such jurisdiction representations or certifications were made. (d) If the Borrower determines in good faith that a reasonable basis exists for contesting any taxes for which indemnification has been demanded hereunder, the relevant Lender or the Administrative Agent, as applicable, shall cooperate with such Bank shall determine are payable Borrower in challenging such taxes at Borrower’s expense if so requested by such Bank in respect Borrower. If any Lender or the Administrative Agent, as applicable, receives a refund of Taxes paid to or on behalf of such Bank a tax for which a payment has been made by the Borrower pursuant to Section 2. For purposes of this SectionAgreement, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as to any additional amounts payable to a Bank under this Section 2.10(f) submitted to the Company by such Bank shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Taxes, the Company shall promptly furnish to each Bank such certificates, receipts and other documents as may be required (which refund in the good faith judgment of such BankLender or Administrative Agent, as the case may be, is attributable to such payment made by such Borrower, then the Lender or the Administrative Agent, as the case may be, shall reimburse Borrower for such amount (together with any interest received thereon) as the Lender or Administrative Agent, as the case may be, determines to establish be the proportion of the refund as will leave it, after such reimbursement, in no better or worse position than it would have been in if the payment had not been required. A Lender or Administrative Agent shall claim any refund that it determines is available to it, unless it concludes in its reasonable discretion that it would be adversely affected by making such a claim. Neither the Lender nor the Administrative Agent shall be obliged to disclose any information regarding its tax credit affairs or computations to which such Bank may be entitledthe Borrower in connection with this paragraph (d) or any other provision of this Section 5.4. (iie) Each Bank shall supply to the CompanyLender represents and agrees that, within a reasonable period after on the date of execution hereof and at all times during the term of this Agreement, executed copies it is not and will not be a conduit entity participating in a conduit financing arrangement (as defined in Section 7701(1) of Internal Revenue Service Form W-8ECI or W-8BEN (which indicates that the respective Bank is entitled to receive interest exempt from United States withholding taxCode and the regulations thereunder) or any successor Forms, and shall update such Forms as necessary in order to retain their effectiveness, with respect to the extent each such Bank is legally entitled to execute and deliver either of such Forms. (iii) With respect to any Taxes which are paid by any Borrowings hereunder unless the Borrower in accordance with the provisions of this Section 2.10(f), each Bank receiving the benefits of such payments of Taxes hereby agrees to pay has consented to such Borrower any amounts refunded to such Bank which such Bank determines in its sole discretion to be a refund in respect of such Taxesarrangement prior thereto.

Net Payments. (ia) All payments made by the applicable Borrower hereunder or under any Loan Document will be made without setoff, counterclaim or other defense. All payments hereunder and under any of the Company under this Agreement Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall be made without setoff or counterclaim and (unless, in the case of Competitive Bid Loans only, otherwise agreed to between by the Borrower free and the Bank making any such Competitive Bid Loan), in such amounts as may be necessary in order that all such payments (after clear of and without deduction or withholding for or on account of any present or future taxestax, leviesduty, impostslevy, duties impost, assessment or other charges charge of whatsoever whatever nature now or hereafter imposed by any Governmental Authority, other than but excluding therefrom (i) any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu of a Bank pursuant to net income taxes) of the income tax laws Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender is incorporated or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the jurisdictions where tax rate then in effect) on the date this Agreement is executed or to which such Bank's Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the date hereof, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or Applicable Lending Office lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder and (vi) any withholding tax that is located imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) (collectivelysuch tax or taxes, "Taxes")) shall not be less other than the amounts otherwise specified tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to be paid under this Agreementas “Tax” or “Taxes”). If the applicable Borrower or the Company is required by law to make any deduction or withholding of any Taxes from any payment due hereunderhereunder or under any of the Loan Documents, then the amount payable will be increased to such amount which, after deduction from such increased amount of all amounts such Taxes required to be withheld or deducted or withheld therefrom, will not be less than the amount otherwise due and payable. Without prejudice to the foregoing, if any Bank payable hereunder had no such deduction or the Administrative Agent is required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America, any State or political subdivision thereof, or the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to Section 2. For purposes of this Section, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewithwithholding been required. A certificate as to any additional amounts payable to a Bank Lender under this Section 2.10(f) 4.7 submitted to the Company Borrower by such Bank Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With . (b) If the Borrower makes any payment hereunder or under any of the Loan Documents in respect of which it is required by law to each make any deduction or withholding for or on account of any Taxes, it shall pay the Company full amount to be deducted or withheld to the relevant taxation or other authority within the time allowed for such payment under applicable law and shall promptly furnish deliver to each Bank the Lenders within 30 days after it has made such certificatespayment to the applicable authority an original or certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment, receipts and a copy of the return reporting such payment or other documents as may be evidence of such payment reasonably satisfactory to the Lender or Administrative Agent. (c) Without prejudice to the other provisions of Section 4.7, if any Lender, or the Administrative Agent on its behalf, is required (by law to make any payment on account of Taxes on or in relation to any amount received or receivable hereunder or under any of the Loan Documents by such Lender, or the Administrative Agent on its behalf, or any liability for Tax in respect of any such payment is imposed, levied or assessed against any Lender or the Administrative Agent on its behalf, the Borrower will promptly, following receipt of the certificate described in the judgment immediately following sentence, indemnify such person against such Tax payment or liability, together with any interest, penalties and expenses (including reasonable counsel fees and expenses) payable or incurred in connection therewith, including any tax of any Lender or the Administrative Agent arising by virtue of payments under this Section 4.7(c), computed in a manner consistent with this Section 4.7(c). A certificate as to the amount of such Bankpayment by such Lender, or the Administrative Agent on its behalf, showing calculations thereof in reasonable detail, absent manifest error, shall be final, conclusive and binding upon all parties hereto for all purposes. (i) To the extent permitted by applicable law, each Lender that is a Non-U.S. Participant shall deliver to Borrower and Administrative Agent on or prior to the Initial Borrowing date (or in the case of a Lender that is an Assignee, on the date of such assignment to such Lender) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable form prescribed by the IRS) certifying to such Lender’s entitlement to a complete exemption from, or a reduced rate of, United States withholding tax on interest payments to be made under this Agreement or any Note. If a Lender that is a Non-U.S. Participant is claiming a complete exemption from withholding on interest pursuant to Section 881(c) of the Code, the Lender shall deliver (along with two accurate and complete original signed copies of IRS Form W-8BEN) a certificate substantially in the form of Exhibit 4.7(d) (any such certificate, a Section 4.7(d)(i) Certificate”). In addition, each Lender that is a Non-U.S. Participant agrees that from time to time after the Initial Borrowing date, (or in the case of a Lender that is an Assignee, after the date of the assignment to such Lender), when a lapse in time (or change in circumstances occurs) renders the prior certificates hereunder obsolete or inaccurate in any material respect, such Lender shall, to the extent permitted under applicable law, deliver to the Borrower and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 4.7(d)(i) Certificate, to confirm or establish the entitlement of such Lender or Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or any tax credit to which such Bank may be entitledNote. (ii) Each Bank Lender that is not a Non-U.S. Participant (other than any such Lender which is taxed as a corporation for U.S. federal income tax purposes) shall supply to the Company, within a reasonable period after the date of execution of this Agreement, provide two properly completed and duly executed copies of Internal Revenue Service IRS Form W-8ECI W-9 (or W-8BEN (which indicates any successor or other applicable form) to Borrower and Administrative Agent certifying that the respective Bank such Lender is entitled to receive interest exempt from United States backup withholding tax. To the extent that a form provided pursuant to this Section 4.7(d)(ii) is rendered obsolete or inaccurate in any successor Formsmaterial respects as result of change in circumstances with respect to the status of a Lender, and shall update such Forms as necessary in order to retain their effectivenessLender or Agent shall, to the extent each permitted by applicable law, deliver to Borrower and Administrative Agent revised forms necessary to confirm or establish the entitlement to such Bank is legally entitled to execute and deliver either of such FormsLender’s exemption from United States backup withholding tax. (iiie) With Each Lender agrees that, as promptly as practicable after it becomes aware of the occurrence of any event or the existence of any condition that would cause the Borrower to make a payment in respect of any Taxes to such Lender pursuant to Section 4.7(a) or a payment in indemnification for any Taxes pursuant to Section 4.7(c), it will use reasonable efforts to make, fund or maintain the Loan (or portion thereof) of such Lender with respect to which the aforementioned payment is or would be made through another lending office of such Lender if as a result thereof the additional amounts which would otherwise be required to be paid by such the Borrower in respect of such Loans (or portions thereof) or participation in Letters of Credit pursuant to Section 4.7(a) or Section 4.7(c) would be materially reduced, and if, as determined by such Lender, in its reasonable discretion, the making, funding or maintaining of such Loans or participation in Letters of Credit (or portions thereof) through such other lending office would not otherwise materially adversely affect such Loans or such Lender. The Borrower agrees to pay all reasonable expenses incurred by any Lender in utilizing another lending office of such Lender pursuant to this Section 4.7(e). (f) If the Administrative Agent or any Lender (or Participant) receives any refund with respect to any Taxes as to which are it has been indemnified by the Borrower, or with respect to which the Borrower has paid additional amounts pursuant to this Section 4.7, it shall pay over to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 4.7 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender (or Participant) and without interest (other than any interest paid by any Borrower in accordance the relevant Governmental Authority with respect to such refund); provided that the provisions Borrower, upon the request of this Section 2.10(fthe Administrative Agent or such Lender (or Participant), each Bank receiving the benefits of such payments of Taxes hereby agrees to pay repay the amount paid over to the Borrower, to the Administrative Agent or such Lender (or Participant), together with any interest, penalties and additions to tax, in the event the Administrative Agent or such Lender (or Participant) is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent or any Lender (or Participant) to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any amounts refunded to such Bank which such Bank determines in its sole discretion to be a refund in respect of such Taxesother Person.

Net Payments. (i) All payments by Subject to Article 17, the applicable Borrower or Guarantor will pay to Holders of the Company under this Agreement shall be made without setoff or counterclaim and (unless, in the case of Competitive Bid Loans only, otherwise agreed to between the Borrower and the Bank making any Securities such Competitive Bid Loan), in such amounts Additional Amounts as may be necessary in order that all such payments every net payment of principal, premium, if any, Change of Control Purchase Price, Redemption Price, or interest or delivery of shares (including cash in lieu of fractional shares) in respect of any Securities, after deduction or withholding for or on account of any present or future taxestax, levies, imposts, duties assessment or other charges governmental charge imposed upon or as a result of whatsoever nature imposed such payment by (i) Bermuda or Ireland or any Governmental Authoritypolitical subdivision or governmental authority thereof or therein having power to tax, (ii) any jurisdiction from or through which payment is made, or any political subdivision or governmental authority thereof or therein having the power to tax, or (iii) any other than any tax on jurisdiction in which the Guarantor is organized or measured by the net income of a Bank pursuant to the income tax laws of the United States or of the jurisdictions where such Bank's principal or Applicable Lending Office is located (collectively, "Taxes")) shall not be less than the amounts otherwise specified considered to be paid under this Agreement. If a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the applicable Borrower or the Company is required by law power to make any deduction or withholding from any payment due hereunder, then the amount payable will be increased to such amount which, after deduction from such increased amount of all amounts required to be deducted or withheld therefromtax, will not be less than the amount otherwise provided for in such Securities to be then due and payable. Without prejudice ; provided, however, that the foregoing obligation to the foregoingpay Additional Amounts will not apply (a) with respect to any Security presented for payment by, if any Bank or the Administrative Agent on behalf of, a Holder who is required to make any payment on account of Taxesliable for such taxes, the Company willduties, upon notification by the Bank assessments or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred other governmental charges in connection therewith. The Company shall also reimburse each Bank, upon the written request respect of such Bank, for taxes imposed on or measured Securities by the net income reason of such Bank pursuant to the laws of the United States of AmericaHolder being a resident, any State domiciliary or political subdivision thereofnational of, or the jurisdiction engaging in which the principal office business or lending office of such Bank is located maintaining a permanent establishment or under the laws of being physically present in, a Relevant Taxing Jurisdiction, or any political subdivision or taxing authority of thereof or therein, or otherwise having some connection with a Relevant Taxing Jurisdiction, or any such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to political subdivision or on behalf taxing authority thereof or therein, other than the mere holding of such Bank Securities; (b) to any tax, assessment or other governmental charge which would not have been imposed but for the fact that such Holder (i) presented its Securities for payment more than 30 days after the Relevant Date, except to the extent that the Holder would have been entitled to Additional Amounts if it had presented such Securities for payment on any day within the 30-day period or (ii) presented such Securities for payment in the Relevant Taxing Jurisdiction, unless such Securities could not have been presented for payment elsewhere; (c) to any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply, following a request by the Company or the Guarantor to the Holder, with any certification, identification or reporting requirements concerning the nationality, residence, identity or connection with a Relevant Taxing Jurisdiction, or any political subdivision thereof or taxing authority thereof or therein, of the Holder of the Securities, if compliance is required by statute or by regulation of a Relevant Taxing Jurisdiction, or any political subdivision or taxing authority thereof or therein, as a precondition to exemption from such tax, assessment or other governmental charge; (d) with respect to any Holder that has elected not to permit redemption of its Securities pursuant to Section 211.8; (e) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (f) any tax, assessment or other governmental charge that is payable other than by withholding or deduction at source; or (g) any combination of clauses (a) through (f) above. For purposes of this SectionIn addition, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as Guarantor will not pay Additional Amounts with respect to any additional amounts payable to a Bank under this Section 2.10(f) submitted to the Company by such Bank shallpayment of principal of, absent manifest erroror premium, be finalif any, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Taxes, the Company shall promptly furnish to each Bank such certificates, receipts and other documents as may be required (in the judgment of such Bank) to establish any tax credit to which such Bank may be entitled. (ii) Each Bank shall supply to the Company, within a reasonable period after the date of execution of this Agreement, executed copies of Internal Revenue Service Form W-8ECI or W-8BEN (which indicates that the respective Bank is entitled to receive interest exempt from United States withholding tax) or any successor Formsother amounts on, and shall update such Forms as necessary in order any Security to retain their effectivenessany Holder who is a fiduciary, partnership, limited liability company or other than the sole beneficial owner of a Security, to the extent each the payment would be required by the laws of the Relevant Taxing Jurisdiction, or any political subdivision or relevant taxing authority thereof or therein, to be included in the income for tax purposes of a beneficiary, partner, member or settlor with respect to such Bank is legally fiduciary or a member of such partnership or limited liability company or a beneficial owner who would not have been entitled to execute and deliver either of such FormsAdditional Amounts had it been the Holder. (iii) With respect to any Taxes which are paid by any Borrower in accordance with the provisions of this Section 2.10(f), each Bank receiving the benefits of such payments of Taxes hereby agrees to pay to such Borrower any amounts refunded to such Bank which such Bank determines in its sole discretion to be a refund in respect of such Taxes.

Net Payments. (ia) All Except as required by law, all payments made by the applicable Borrower or the Company on behalf of a Credit Party under this Agreement or any other Credit Document shall be made free and clear of, and without setoff or counterclaim and (unless, in the case of Competitive Bid Loans only, otherwise agreed to between the Borrower and the Bank making any such Competitive Bid Loan), in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of of, any present current or future income, stamp or other taxes, levies, imposts, duties 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”) excluding in the case of each Lender and each Agent and, except as otherwise provided in Section 5.4(f), (A) net income Taxes and franchise Taxes (imposed in lieu of net income Taxes) imposed on such Agent or such Lender as a result of (i) such Agent or such Lender having been organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax or (ii) a present or former connection between such Agent or such Lender and the jurisdiction imposing such Tax or any political subdivision or taxing authority thereof or therein (other charges than any such connection arising from such Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or engaged in any other transactions pursuant to, this Agreement or any other Credit Document), (B) any branch profits Taxes imposed by the United States of whatsoever nature America or any similar Tax imposed by any Governmental Authority, other than jurisdiction described in clause (A)(i) or (A)(ii) and (C) any tax on or measured by the net income of a Bank withholding Tax imposed pursuant to the income tax laws of the United States or of the jurisdictions where such Bank's principal or Applicable Lending Office is located FATCA (collectively, "“Excluded Taxes"”)) shall not be less than the amounts otherwise specified to be paid under this Agreement. If any Applicable Law (as determined in the good faith discretion of an applicable Borrower or Withholding Agent) requires the Company is required by law to make any deduction or withholding of any Tax from any such payment due hereunderby a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount payable will be increased deducted or withheld to such amount whichthe relevant Governmental Authority in accordance with Applicable Law, after deduction from such increased amount and, if any non-Excluded Taxes imposed on or with respect to any payment by or on account of all amounts any obligation of any Credit Party under Credit Documents (“Non-Excluded Taxes”) are required to be deducted or withheld therefromby a Withholding Agent from any amounts payable under this Agreement or any other Credit Document, will not be less than the amount otherwise due and payable. Without prejudice applicable Credit Party shall increase the amounts payable to the foregoing, if any Bank or the Administrative Agent is required or such Lender to make any payment on account of Taxes, the Company will, upon notification by the Bank or extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes including those applicable to any amounts payable under this Section 5.4) interest or any such other amounts payable hereunder at the rates or in the amounts specified in such Credit Document. Whenever any withholding Taxes or Other Taxes are payable by any Credit Party in respect of amounts payable under any Credit Document, promptly indemnify thereafter, the applicable Credit Party shall send to the Administrative Agent for its own account or for the account of such person against Lender, as the case may be, a certified copy of an original official receipt, if available (or other evidence acceptable to such TaxesLender, together with acting reasonably) received by the applicable Credit Party showing payment thereof. The agreements in this Section 5.4 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, 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, court, documentary, filing, mortgage, recording, property or intangible taxes, charges or similar levies (including any interest, penalties additions to tax and expenses penalties) 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 as a result of a present or former connection between an assignee and the jurisdiction imposing such tax (other than a connection arising from an 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) with respect to an assignment (other than an assignment requested by a Credit Party) (hereinafter referred to as “Other Taxes”). (i) Subject to Section 5.4(f), 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 incurred in connection therewith. The Company shall also reimburse each Bankpaid 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) that are imposed or asserted (whether or not correctly or legally asserted) by any jurisdiction (including on any additional amounts or indemnities payable under this Section 5.4) and any liability (including penalties, upon the written request of such Bankadditions to tax, for taxes imposed on interest and expenses) arising therefrom or measured by the net income of such Bank with respect thereto; provided that if any claim pursuant to this Section 5.4(c)(i) is made later than 180 days after the laws date on which the relevant Lender or Agent had actual knowledge of the United States of Americarelevant Non-Excluded Taxes or Other Taxes, then the Credit Parties shall not be required to indemnify the applicable Lender or Agent for any State or political subdivision thereof, or the jurisdiction in penalties which the principal office or lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction as such Bank shall determine are payable by such Bank accrue in respect of such Non-Excluded Taxes paid to or on behalf of Other Taxes after the 180th day. This indemnification shall be made within 30 days from the date such Bank pursuant to Section 2. For purposes of this Section, Lender or such Agent (as the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as to any additional amounts payable to a Bank under this Section 2.10(fcase may be) submitted to the Company by such Bank shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Taxes, the Company shall promptly furnish to each Bank such certificates, receipts and other documents as may be required (in the judgment of such Bank) to establish any tax credit to which such Bank may be entitledmakes written demand therefor. (ii) Each Bank Lender shall, and does hereby, severally indemnify, and shall supply 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 Companyextent 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 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 against any Excluded Taxes attributable to such Lender that are payable or paid by the Administrative Agent in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent 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, at such times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any documentation prescribed by any Applicable Law or reasonably requested by the Borrower or the Administrative Agent (A) as will permit such payments 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 material 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 of its inability to do so. Notwithstanding anything herein to the contrary, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 5.4(d)(i) (v)-(y), 5.4(e) and 5.4(g) 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. 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 reasonable period “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 (v) 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, executed copies of United States Internal Revenue Service Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding tax, (w) 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 (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 881(c)(3)(C) of the Code) substantially in the form of Exhibit K (a “United States Tax Compliance Certificate”)), (x) United States Internal Revenue Service Form W-8ECI, (y) to the extent a Non-U.S. Lender is not the Beneficial Owner (for example, where the Non-U.S. Lender is a partnership), United States Internal Revenue Service Form W-8IMY (or any successor forms) of the Non-U.S. Lender, accompanied by a Form W-8ECI, ▇-▇▇▇▇ ▇▇ ▇-▇▇▇▇-▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information from each Beneficial Owner, as applicable (provided that, if one or more Beneficial Owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be provided by such Non-U.S. Lender on behalf of such Beneficial Owner), and/or (z) 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) on or before the date that any such form or certification expires or becomes obsolete or inaccurate and promptly after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower; unless in any such case such Lender is not legally entitled to duly complete and deliver any such form 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 form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. (e) If a payment made to a Lender under this Agreement or any other Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the 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 Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations under FATCA, to determine that such Lender has or has not complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.4(e), “FATCA” shall include any amendments made to FATCA after the date of execution of this Agreement, executed copies of Internal Revenue Service Form W-8ECI or W-8BEN (which indicates that the respective Bank is entitled to receive interest exempt from United States withholding tax) or any successor Forms, and shall update such Forms as necessary in order to retain their effectiveness, to the extent each such Bank is legally entitled to execute and deliver either of such Forms. (iii) With respect to any Taxes which are paid by any Borrower in accordance with the provisions of this Section 2.10(f), each Bank receiving the benefits of such payments of Taxes hereby agrees to pay to such Borrower any amounts refunded to such Bank which such Bank determines in its sole discretion to be a refund in respect of such Taxes.

Net Payments. (i) All payments required to be made hereunder by the applicable Borrower or the Company under this Agreement Guarantor shall be made without setoff withholding or counterclaim and (unlessdeduction at source for, in the case of Competitive Bid Loans only, otherwise agreed to between the Borrower and the Bank making any such Competitive Bid Loan), in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of of, any present or future taxes, leviesfees, impostsduties, duties assessments or other governmental charges of whatsoever whatever nature imposed or levied by or on behalf of any Governmental AuthorityTaxing Jurisdiction or any political subdivision or taxing authority thereof or therein, other than unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (A) the laws (or any tax on regulations or measured by the net income ruling promulgated thereunder) of a Bank pursuant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein or (B) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including a holding by a court of competent jurisdiction or by a taxing authority in a Taxing Jurisdiction or any political subdivision thereof). If any withholding or deduction at source is required, the Guarantor shall, subject to the income tax laws limitations and exceptions set forth below, pay to the Holder of the United States any Preferred Security such additional amounts as may be necessary so that every net payment of principal, premium, if any, interest or of the jurisdictions where any other amount made to such Bank's principal Holder, after such withholding or Applicable Lending Office is located (collectivelydeduction, "Taxes")) shall not be less than the amounts otherwise specified amount provided for in this Guarantee to be paid under this Agreement. If then due and payable (the applicable Borrower or "Additional Amounts"); provided, that the Company is required by law to make any deduction or withholding from any payment due hereunder, then the amount payable will be increased to such amount which, after deduction from such increased amount of all amounts required to be deducted or withheld therefrom, will Guarantor shall not be less than the amount otherwise due and payable. Without prejudice to the foregoing, if any Bank or the Administrative Agent is required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America, any State or political subdivision thereof, or the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to Section 2. For purposes of this Section, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as to any additional amounts payable to a Bank under this Section 2.10(f) submitted to the Company by such Bank shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or withholding Additional Amounts for or on account of: (a) any tax, fee, duty, assessment or governmental charge of any Taxeswhatever nature which would not have been imposed but for the fact that such Holder or the Owner of such Preferred Security: (i) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the Company shall promptly furnish to each Bank relevant Taxing Jurisdiction or any political subdivision thereof or therein or otherwise had some connection with the relevant Taxing Jurisdiction or any political subdivision thereof or therein other than by reason of the mere ownership of, or receipt of payment under, such certificates, receipts and other documents as may be required (in the judgment of such Bank) to establish any tax credit to which such Bank may be entitled. Preferred Security or this Guarantee; (ii) Each Bank shall supply to the Company, within a reasonable period after the date of execution of this Agreement, executed copies of Internal Revenue Service Form W-8ECI or W-8BEN (which indicates that the respective Bank is entitled to receive interest exempt from United States withholding tax) or any successor Forms, and shall update such Forms as necessary in order to retain their effectiveness, to the extent each such Bank is legally entitled to execute and deliver either of such Forms. (iii) With respect to any Taxes which are paid by any Borrower in accordance with the provisions of this Section 2.10(f), each Bank receiving the benefits of such payments of Taxes hereby agrees to pay to such Borrower any amounts refunded to such Bank which such Bank determines in its sole discretion to be a refund in respect of such Taxes.

Net Payments. (i) All payments by the applicable Borrower or the Company under this Agreement or any other Document shall be made without setoff or counterclaim and (unless, in the case of Competitive Bid Loans only, otherwise agreed to between the Borrower and the Bank making any such Competitive Bid Loan), in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any Governmental Authoritygovernment or any political subdivision or taxing authority thereof, other than any tax on or measured by the net income of a Agent or any Bank pursuant to the income tax laws of the United States or of the jurisdictions jurisdiction in which it is incorporated or the jurisdiction where such Bank's principal or Applicable Lending Office lending office is located or in which it has any other contacts or connection that would subject it to taxation therein (collectively, "Taxes")) , shall not be less than the amounts otherwise specified to be paid under this Agreement. If Agreement and/or the applicable Borrower or the Company is required by law to make any deduction or withholding from any payment due hereunder, then the amount payable will be increased to such amount which, after deduction from such increased amount of all amounts required to be deducted or withheld therefrom, will not be less than the amount otherwise due and payable. Without prejudice to the foregoing, if any Bank or the Administrative Agent is required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America, any State or political subdivision thereof, or the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to Section 2. For purposes of this Section, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewithother Documents. A certificate as to the calculation of any additional amounts payable to a Bank under this Section 2.10(f) 6.5 submitted to the Company Borrower by such Bank shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Taxes, the Company Borrower shall promptly furnish to Agent and each Bank such certificates, receipts and other documents as may be required (in the judgment of such Bank) to establish any tax credit to which such Agent and Bank may be entitled. (ii) Each . Borrower agrees to reimburse each Agent and Bank, upon the written request, for taxes imposed on or measured by the net income of such Agent or Bank pursuant to the laws of the United States of America, any State or political subdivision thereof, or the jurisdiction in which Agent or such Bank is incorporated, or a jurisdiction in which the principal office or lending office of Agent or such Bank is located, or under the laws of any political subdivision or taxing authority of any such jurisdiction, as such Agent or such Bank shall supply determine are or were payable by such Bank, in respect of amounts payable to the Company, within a reasonable period after Agent or such Bank pursuant to this Section 6.5. As of the date of execution of this Agreement, executed copies each of Internal Revenue Service Form W-8ECI the Banks signatory hereto represents to Agent and Borrower that there is no Tax presently imposed (or W-8BEN (presently enacted for future imposition) upon them which indicates that the respective Bank is entitled to receive interest exempt from United States withholding tax) or any successor Forms, and shall update such Forms as necessary would result in order to retain their effectiveness, to the extent each such Bank is legally entitled to execute and deliver either an obligation of such Forms. (iii) With respect to any Taxes which are paid by any Borrower in accordance with the provisions of for reimbursement under this Section 2.10(f), each Bank receiving the benefits of such payments of Taxes hereby agrees to pay to such Borrower any amounts refunded to such Bank which such Bank determines in its sole discretion to be a refund in respect of such Taxes6.5.

Net Payments. (ia) All payments made by Borrower hereunder or under any Loan Document will be made without setoff, counterclaim or other defense. Except as provided in SECTION 4.5(d), all payments hereunder and under any of the applicable Borrower or the Company under this Agreement Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall be made by Borrower free and clear of and without setoff or counterclaim and (unless, in the case of Competitive Bid Loans only, otherwise agreed to between the Borrower and the Bank making any such Competitive Bid Loan), in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of any present or future taxestax, leviesduty, impostslevy, duties impost, assessment or other charges charge of whatsoever whatever nature now or hereafter imposed by any Governmental Authority, other than any 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 Lender or its lending offices by the USA or jurisdictions or political subdivision or taxing authority thereof in which such Lender's principal office or lending offices are located or are resident or in which such Lender is incorporated; (ii) in the case of any Lender organized under the laws of any jurisdiction other than the USA or any state thereof (including the District of Columbia), any taxes imposed by the USA by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender with respect to the Loan or portion thereof affected by such change; (iii) any taxes to which the Lender (to the extent of the tax rate then in effect) would be subject to (as of the Closing Date) if a payment hereunder had been received by the Lender and, with respect to any Lender that becomes a party hereto after the date hereof, any taxes to which such Lender (to the extent of the tax rate then in effect) would be subject as of the date it becomes a party hereto if a payment had been received by the Lender (other than taxes which each other Lender is entitled to reimbursement pursuant to this Agreement); (iv) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iii) above as a result of a Bank pursuant to change in the income tax laws residence, place of incorporation, or principal place of business of the United States Lender, a change in the branch or lending office of the jurisdictions where Lender participating in the transactions set forth herein or other similar circumstances unless such Bank's principal change or Applicable Lending Office is located similar circumstance shall have been made at the request of the Borrower, and (collectivelyv) taxes as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder (such tax or taxes, other than excluded tax or taxes, being herein referred to as "TaxesTAX" or "TAXES")) shall not be less than the amounts otherwise specified to be paid under this Agreement. If the applicable Borrower or the Company is required by law to make any deduction or withholding of any Taxes from any payment due hereunderhereunder or under any of the Loan Documents, then the amount payable will be increased to such amount which, after deduction from such increased amount of all amounts such Taxes required to be withheld or 49 deducted or withheld therefrom, will not be less than the amount otherwise due and payable. Without prejudice to the foregoing, if any Bank payable hereunder had no such deduction or the Administrative Agent is required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America, any State or political subdivision thereof, or the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to Section 2. For purposes of this Section, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewithwithholding been required. A certificate as to any additional amounts payable to a Bank Lender under this Section 2.10(f) SECTION 4.5 submitted to the Company Borrower by such Bank Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With . (b) If Borrower makes any payment hereunder or under any of the Loan Documents in respect of which it is required by law to each make any deduction or withholding for or on account of any Taxes, it shall pay the Company full amount to be deducted or withheld to the relevant taxation or other authority within the time allowed for such payment under applicable law and shall promptly furnish 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 this SECTION 4.5, if any Lender, or Administrative Agent on its behalf, is required by law to make any payment on account of Taxes on or in relation to any amount received or receivable hereunder or under any of the Loan Documents by such Lender, or 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 Administrative Agent on its behalf, 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 4.5(c), computed in a manner consistent with this SECTION 4.5(c). A certificate prepared in good faith as to the amount of such payment by such Lender, or Administrative Agent on its behalf, showing calculations thereof in reasonable detail, absent manifest error, shall be final, conclusive and binding upon all parties hereto for all purposes. (d) Each Lender that is not a USA person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to Borrower and Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an Assignee of an interest under this Agreement (unless the respective Lender was already a Lender hereunder immediately prior to such assignment), on the date of such assignment to such Lender, (i) two accurate and complete original signed copies of IRS Form ▇-▇▇▇▇, ▇-▇▇▇▇ or W-8IMY (or successor or other applicable forms prescribed by the IRS) certifying to such Lender's entitlement to a complete exemption from or reduced rate of USA 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 4.5(d) (any such certificate, a "SECTION 4.5(d)(ii) CERTIFICATE") and (y) two accurate and complete original signed copies of IRS Form ▇-▇ ▇▇▇ ▇▇ ▇-▇▇▇▇ (or successor form) certifying to such Lender's entitlement to a complete exemption from USA 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-8IMY, or Section 4.5(d)(ii) Certificate under this SECTION 4.5(d) to the extent that the delivery of such form is not authorized by law; PROVIDED FURTHER, HOWEVER, that 50 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 Closing Date, or the date of assignment to such Lender, as applicable, to take any actions necessary, and to deliver to Borrower and Administrative Agent all forms necessary, to establish such Lender's entitlement to a complete exemption from, or a reduction in, USA 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 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-8IMY required to be filed by the Lender. In addition, each Bank Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such certificatesLender will deliver to Borrower and Administrative Agent two new accurate and complete original signed copies of an IRS Form W-8BEN, receipts W-8ECI, or W-8IMY and a Section 4.5(d)(ii) Certificate, as the case may be, and such other documents forms as may be required (in order to confirm or establish the judgment entitlement of such BankLender (or its partners, members, beneficiaries, or beneficial owners) to establish a continued exemption from or reduction in USA withholding Tax on interest payments under this Agreement and any tax credit Note, or it shall immediately notify Borrower and Administrative Agent of its inability to deliver any such form or certificate; provided, however, that no Lender shall be required to deliver an IRS Form ▇-▇▇▇▇, ▇-▇▇▇▇, or W-8IMY under this SECTION 4.5(d) to the extent that the delivery of such form is not authorized by law; PROVIDED, FURTHER, HOWEVER, that any Lender which does not deliver the applicable form pursuant to SECTION 4.5(d) shall be entitled to additional payment pursuant to SECTION 4.5(a) or indemnification under SECTION 4.5(c) only if and to the extent (i) such failure results solely from a change in law or (ii) the Tax to which such Bank may additional payment or indemnification relates would have been imposed regardless of whether such Lender provided such forms. Notwithstanding anything to the contrary contained in SECTION 4.5 any Lender that has not provided to Borrower the IRS Forms required to be entitledprovided to Borrower pursuant to this SECTION 4.5(d) shall not be entitled to any payment of additional amounts pursuant to SECTION 4.5(a) or indemnification under SECTION 4.5(c) with respect to any deduction or withholding which would not have been required if such Lender had provided such forms. (iie) Each Bank Lender that is incorporated or organized under the laws of the USA or a state thereof shall supply to the Company, within a reasonable period after the date of execution of this Agreement, provide two properly completed and duly executed copies of Internal Revenue Service IRS Form W-8ECI or W-8BEN (which indicates that the respective Bank is entitled to receive interest exempt from United States withholding tax) W-9, or any successor Formsor other applicable form. Each Lender shall deliver to Borrower and Administrative Agent (provided that such Lender remains lawfully able to do so), two further duly executed forms and statements, properly completed in all material respects, at or before the time any such form or statement expires or becomes obsolete, or otherwise as reasonably requested by Borrower. Each Lender shall update promptly notify Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to Borrower (or any other form or certification adopted by U.S. taxing authorities for such Forms as necessary in order to retain their effectiveness, to the extent each such Bank is legally entitled to execute and deliver either of such Formspurpose). (iiif) With 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 Borrower to make a payment in respect of any Taxes to such Lender pursuant to SECTION 4.5(a) or a payment in indemnification for any Taxes pursuant to SECTION 4.5(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 Taxes other action reasonably requested by Borrower if as a result thereof the additional amounts which are would otherwise be required to be paid by any Borrower in accordance with the provisions of this Section 2.10(f), each Bank receiving the benefits of such payments of Taxes hereby agrees to pay to such Borrower any amounts refunded to such Bank which such Bank determines in its sole discretion to be a refund in respect of such TaxesLoans (or portions thereof) pursuant to SECTION 4.5(a) or SECTION 4.5(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 portions thereof) through such other lending office or taking of such other action would not otherwise materially adversely affect such Loans or such Lender. Borrower agrees to pay all reasonable expenses incurred by any Lender in utilizing another lending office of such Lender or taking of such other action pursuant to this SECTION 4.5(f).

Net Payments. (i) All payments by the applicable Borrower or the Company under this Agreement Guarantee Payments required to be made hereunder shall be made by the Guarantor without setoff withholding or counterclaim and (unlessdeduction at source for, in the case of Competitive Bid Loans only, otherwise agreed to between the Borrower and the Bank making any such Competitive Bid Loan), in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of of, any present or future taxes, leviesfees, impostsduties, duties assessments or other governmental charges of whatsoever whatever nature imposed or levied by or on behalf of the Cayman Islands or Bermuda (each, a "taxing jurisdiction") or any Governmental Authoritypolitical subdivision or taxing authority thereof or therein, other than unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (i) the laws (or any tax on regulations or measured by the net income rulings promulgated thereunder) of a Bank pursuant taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (ii) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If a withholding or deduction at source is required, the Guarantor shall, subject to certain limitations and exceptions set forth below, pay to the income tax laws Holder of the United States any Preferred Security such Additional Amounts as may be necessary so that every Guarantee Payment made to such Holder, after such withholding or of the jurisdictions where such Bank's principal or Applicable Lending Office is located (collectivelydeduction, "Taxes")) shall not be less than the amounts otherwise specified amount provided for in this Guarantee Agreement to be paid under this Agreement. If then due and payable; provided, however, that the applicable Borrower Guarantor shall not be required to make payment of such Additional Amounts for or on account of: (1) any tax, fee, duty, assessment or governmental charge of whatever nature which would not have been imposed but for the fact that such Holder: (A) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or receipt of payment under, such Preferred Security; (B) presented such Preferred Security for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such Preferred Security could not have been presented for payment elsewhere; or (C) presented such Preferred Security more than thirty (30) days after the date on which the payment in respect of such Preferred Security first became due and payable or provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Preferred Security for payment on any day within such period of thirty (30) days; (2) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (3) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the Company is required beneficial owner of such Preferred Security to comply with any reasonable request by law the Guarantor or the Trust addressed to the Holder within 90 days of such request (A) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (B) to make any deduction declaration or withholding from other similar claim or satisfy any payment due hereunderinformation or reporting requirement, then the amount payable will be increased to such amount which, after deduction in the case of (A) or (B), is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such increased amount tax, assessment or other governmental charge; or (4) any combination of all amounts required items (1), (2) and (3); nor shall Additional Amounts be paid with respect to be deducted any Guarantee Payment to any Holder who is a fiduciary or withheld therefrom, will not be less partnership or other than the amount otherwise due and payable. Without prejudice sole beneficial owner of the related Preferred Security to the foregoing, if any Bank or the Administrative Agent is extent such payment would be required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America, any State relevant taxing jurisdiction (or political subdivision thereof, or the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of any a beneficiary or partner or settlor with respect to such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to fiduciary or on behalf a member of such Bank pursuant partnership or a beneficial owner who would not have been entitled to Section 2. For purposes of this Section, such Additional Amounts had it been the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as to any additional amounts payable to a Bank under this Section 2.10(f) submitted to the Company by such Bank shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Taxes, the Company shall promptly furnish to each Bank such certificates, receipts and other documents as may be required (in the judgment Holder of such Bank) to establish any tax credit to which such Bank may be entitledPreferred Security. (ii) Each Bank shall supply to the Company, within a reasonable period after the date of execution of this Agreement, executed copies of Internal Revenue Service Form W-8ECI or W-8BEN (which indicates that the respective Bank is entitled to receive interest exempt from United States withholding tax) or any successor Forms, and shall update such Forms as necessary in order to retain their effectiveness, to the extent each such Bank is legally entitled to execute and deliver either of such Forms. (iii) With respect to any Taxes which are paid by any Borrower in accordance with the provisions of this Section 2.10(f), each Bank receiving the benefits of such payments of Taxes hereby agrees to pay to such Borrower any amounts refunded to such Bank which such Bank determines in its sole discretion to be a refund in respect of such Taxes.

Net Payments. (ia) All payments made by the applicable Borrower hereunder or under any Loan Document will be made without setoff, counterclaim or other defense. All payments hereunder and under any of the Company under this Agreement Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall be made without setoff or counterclaim and (unless, in the case of Competitive Bid Loans only, otherwise agreed to between by the Borrower free and the Bank making any such Competitive Bid Loan), in such amounts as may be necessary in order that all such payments (after clear of and without deduction or withholding for or on account of any present or future taxestax, leviesduty, impostslevy, duties impost, assessment or other charges charge of whatsoever whatever nature now or hereafter imposed by any Governmental Authority, other than but excluding therefrom (i) any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu of a Bank pursuant to net income taxes) of the income tax laws Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender is incorporated or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the jurisdictions where tax rate then in effect) on the Closing Date or to which such Bank's Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or Applicable Lending Office lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is located imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (collectivelyvii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, "Taxes")) shall not be less other than the amounts otherwise specified tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to be paid under this Agreementas “Tax” or “Taxes”). If the applicable Borrower or the Company is required by law to make any deduction or withholding of any Taxes from any payment due hereunderhereunder or under any of the Loan Documents, then the amount payable will be increased to such amount which, after deduction from such increased amount of all amounts such Taxes required to be withheld or deducted or withheld therefrom, will not be less than the amount otherwise due and payable. Without prejudice to the foregoing, if any Bank payable hereunder had no such deduction or the Administrative Agent is required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America, any State or political subdivision thereof, or the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to Section 2. For purposes of this Section, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewithwithholding been required. A certificate as to any additional amounts payable to a Bank Lender under this Section 2.10(f) 4.7 submitted to the Company Borrower by such Bank Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With . (b) If the Borrower makes any payment hereunder or under any of the Loan Documents in respect of which it is required by law to each make any deduction or withholding for or on account of any Taxes, it shall pay the Company full amount to be deducted or withheld to the relevant taxation or other authority within the time allowed for such payment under applicable law and shall promptly furnish deliver to each Bank the Lenders within 30 days after it has made such certificatespayment to the applicable authority an original or certified copy of a receipt issued by the relevant Governmental Authority evidencing such payment, receipts and a copy of the return reporting such payment or other documents as may be required (in the judgment evidence of such Bank) payment reasonably satisfactory to establish any tax credit to which such Bank may be entitledthe Lender or Administrative Agent. (iic) Each Bank shall supply Without prejudice to the Companyother provisions of Section 4.7, within if any Lender, or the Administrative Agent on its behalf, is required by law to make any payment on account of Taxes on or in relation to any amount received or receivable hereunder or under any of the Loan Documents by such Lender, or the Administrative Agent on its behalf, or any liability for Tax in respect of any such payment is imposed, levied or assessed against any Lender or the Administrative Agent on its behalf, the Borrower will promptly, following receipt of the certificate described in the immediately following sentence, indemnify such person against such Tax payment or liability, together with any interest, penalties and expenses (including reasonable counsel fees and expenses) payable or incurred in connection therewith, including any tax of any Lender or the Administrative Agent arising by virtue of payments under this Section 4.7(c), computed in a manner consistent with this Section 4.7(c). A certificate as to the amount of such payment by such Lender, or the Administrative Agent on its behalf, showing calculations thereof in reasonable period detail, absent manifest error, shall be final, conclusive and binding upon all parties hereto for all purposes. (d) (i) To the extent permitted by applicable law and to the extent it has not already delivered the applicable forms, each Lender that is a Non-U.S. Participant shall deliver to Borrower and Administrative Agent on or prior to the Initial Borrowing date (or in the case of a Lender that is an Assignee, on the date of such assignment to such Lender) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable form prescribed by the IRS) certifying to such Lender’s entitlement to a complete exemption from, or a reduced rate of, United States withholding tax on interest payments to be made under this Agreement or any Note. If a Lender that is a Non-U.S. Participant is claiming a complete exemption from withholding on interest pursuant to Section 881(c) of the Code, the Lender shall deliver (along with two accurate and complete original signed copies of IRS Form W-8BEN) a certificate substantially in the form of Exhibit 4.7(d) (any such certificate, a “Section 4.7(d)(i) Certificate”). In addition, each Lender that is a Non-U.S. Participant agrees that from time to time after the Initial Borrowing date, (or in the case of a Lender that is an Assignee, after the date of execution of this Agreementthe assignment to such Lender), executed copies of Internal Revenue Service Form W-8ECI when a lapse in time (or W-8BEN (which indicates that change in circumstances occurs) renders the respective Bank is entitled to receive interest exempt from United States withholding tax) prior certificates hereunder obsolete or inaccurate in any successor Formsmaterial respect, and shall update such Forms as necessary in order to retain their effectivenessLender shall, to the extent each such Bank is legally entitled permitted under applicable law, deliver to execute the Borrower and deliver either Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 4.7(d)(i) Certificate, to confirm or establish the entitlement of such Forms. (iii) With respect Lender or Agent to any Taxes which are paid by any Borrower in accordance with the provisions of this Section 2.10(f)an exemption from, each Bank receiving the benefits of such or reduction in, United States withholding tax on interest payments of Taxes hereby agrees to pay to such Borrower any amounts refunded to such Bank which such Bank determines in its sole discretion to be a refund in respect of such Taxesmade under this Agreement or any Note.

Net Payments. (i) All Payments of principal and interest under the Loan and any other payments made by the applicable Borrower or the Company under Debtor according to this Agreement shall be net, free of, and without any deduction for any tax, withholding, deposit and any other tax, encumbrance or surcharge, either present or future, established by the Chilean laws or any others that may be applied to this kind of agreements, credits or loans, irrespective of their nature (except for those established by the Spanish laws regarding the tax on companies of the Creditor, unless applied because the Debtor is Spanish). Should the Debtor be legally bound to make any deductions or withholdings on any payment to be made without setoff or counterclaim and (unlessto the Creditor, under this Agreement, the amount to be paid by Debtor shall be raised in the case of Competitive Bid Loans only, otherwise agreed to between the Borrower and the Bank making any such Competitive Bid Loan), in such amounts as may be amount necessary in order that, after making the required deductions, the Creditor shall receive an amount equal to the one that all it would have received had such payments (after deduction deductions or withholding for withholdings not been made. Should the Debtor pay any of such deductions or on account withholdings, the Debtor shall send to the Creditor, within 30 days from the date of any present such payment, a form or future taxes, levies, imposts, duties or other charges original letter of whatsoever nature imposed by any Governmental Authority, other than any tax on or measured payment issued by the net income of competent authority or a Bank pursuant to legalized copy thereof evidencing that such payment was actually made. Should the income tax laws of the United States or of the jurisdictions where such Bank's principal or Applicable Lending Office is located (collectively, "Taxes")) shall not be less than the amounts otherwise specified to be paid under this Agreement. If the applicable Borrower or the Company is required by law Debtor have to make any deduction or withholding from that increases any payment due hereunderamounts payable pursuant to the foregoing and the Creditor would have received or would have been granted any credit against, then or an exemption or remission or repayment of, any tax paid or payable by Debtor (hereinafter the “Tax Credit”), which is attributable to such deductions or withholdings, the Creditor shall, to any possible extent and without prejudice to any withholding of the amount payable will be increased of such credit, exemption, remission or repayment, (i) reasonably determine the part of the Tax Credit actually received or applied (the extent that it can do so without prejudice to such amount which, after deduction from such increased the retention of the amount of all amounts such credit , relief , remission or repayment (i) reasonably determine the portion of the tax credit that actually perceived or apply (hereinafter the “Used Tax Credit”), and (ii) pay to the Debtor the Used Tax Credit only after it had been actually received or applied, so that the Creditor is (after the payment of such Used Tax Credit ) neither in a better or worse position than the one in which it would have been, had the Debtor not been required to be deducted suffer such deduction or withheld therefromwithholding. Nothing stated in this Section 5.2, will not be less than may interfere with or affect the amount otherwise due and payableCreditor’s right to manage or administer its tax affairs in the way that it best sees fit. Without prejudice it implying any restriction to the foregoing, if the Creditor shall not be obliged to claim any Bank Tax Credit or claim a Tax Credit in preference to other available claims, exemptions, credits or deductions available. The Creditor shall not be bound to disclose any information related to its taxation matters or with respect to the Administrative Agent related calculations. Unless that, at the reasonable discretion of the Creditor, it is required detrimental to make its interests, it shall try to obtain any payment on account available Tax Credit as a consequence of Taxes, the Company will, upon notification payments made by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America, any State or political subdivision thereof, or the jurisdiction in which the principal office or lending office of such Bank is located or under the laws Debtor as a result of any political subdivision deductions or taxing authority withholdings of any such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid taxes referred to or on behalf of such Bank pursuant to Section 2. For purposes of this Section, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as to any additional amounts payable to a Bank under this Section 2.10(f) submitted to the Company by such Bank shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Taxes, the Company shall promptly furnish to each Bank such certificates, receipts and other documents as may be required (in the judgment of such Bank) to establish any tax credit to which such Bank may be entitledabove. (ii) Each Bank shall supply to the Company, within a reasonable period after the date of execution of this Agreement, executed copies of Internal Revenue Service Form W-8ECI or W-8BEN (which indicates that the respective Bank is entitled to receive interest exempt from United States withholding tax) or any successor Forms, and shall update such Forms as necessary in order to retain their effectiveness, to the extent each such Bank is legally entitled to execute and deliver either of such Forms. (iii) With respect to any Taxes which are paid by any Borrower in accordance with the provisions of this Section 2.10(f), each Bank receiving the benefits of such payments of Taxes hereby agrees to pay to such Borrower any amounts refunded to such Bank which such Bank determines in its sole discretion to be a refund in respect of such Taxes.

Net Payments. (ia) All payments made by the applicable Borrower hereunder or the Company under this Agreement shall any Note will be made without setoff setoff, counterclaim or counterclaim and (unless, in the case of Competitive Bid Loans only, otherwise agreed to between the Borrower and the Bank making any such Competitive Bid Loan), in such amounts as may be necessary in order that all other defense. All such payments (after will be made free and clear of, and without deduction or withholding for or on account of for, any present or future taxes, levies, imposts, duties duties, fees, assessments or other charges of whatsoever whatever nature now or hereafter imposed by any Governmental Authority, other than jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payment (but excluding any tax imposed on or measured by the net income of a any Bank pursuant to the income tax laws of the United States jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the principal office or lending office of the jurisdictions where such Bank's principal or Applicable Lending Office Bank is located or in which such Bank is organized) or any interest, penalties or similar liabilities with respect thereto (collectively, "Taxes")) shall not be less than the amounts otherwise specified to be paid under this Agreement. If any Taxes are so levied or imposed, the applicable Borrower or agrees to pay the Company is required by law to make any deduction or withholding from any full amount of such Taxes and such additional amounts as may be necessary so that every payment due hereunder, then the amount payable will be increased to such amount which, after deduction from such increased amount of all amounts required to be deducted due hereunder or withheld therefromunder any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount otherwise due and payable. Without prejudice to the foregoing, if any Bank provided for herein or the Administrative Agent is required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify in such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewithNote. The Company Borrower shall also reimburse each Bank, upon the its written request (which request shall set forth the basis for calculation of such Bankreimbursement), for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America, any State jurisdiction (or political subdivision thereof, or the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction as thereof or therein) in which its principal office or lending office is located or in which such Bank is organized as it shall determine are payable by such Bank it in respect of Taxes amounts paid to or on behalf of such Bank pursuant to the preceding sentence and for any withholding of taxes as such Bank shall determine are payable by, or withheld from, such Bank, in respect of such amounts so paid to or on behalf of such Bank pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank pursuant to this sentence. The Borrower will furnish to the applicable Bank within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of any tax receipts available to the Borrower evidencing such payment by the Borrower. The Borrower will indemnify and hold harmless each Bank, and reimburse each Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank. (b) Each of the Banks organized under the laws of a jurisdiction outside the United States shall, on or prior to the date of its execution and delivery of this Agreement in the case of each of Bank party to this Agreement as of the date of this Agreement, and on the date of the Assignment and Assumption Agreement pursuant to which it becomes a Bank in the case of each of the other Banks, and from time to time thereafter as reasonably requested in writing by the Borrower or the Agent (but only so long thereafter as such Bank remains lawfully able to do so), provide each of the Borrower and the Agent with an original Internal Revenue Service Form W-8BEN or Form W-8ECI (in each case with all appropriate attachments) or, in the case of any Bank that is claiming exemption from United States withholding tax under Section 2. For 871(h) or 881(c) of the Internal Revenue Code with respect to payments of "portfolio interest", Form W-8BEN (and, if such Bank delivers a Form W-8BEN, a certificate representing that such Bank is not a "bank" for purposes of Section 881(c) of the Internal Revenue Code, certifying that such Bank is exempt from or entitled to a reduced rate of United States withholding tax on payments pursuant to this SectionAgreement or the other Credit Documents or certifying that such Bank is a foreign corporation, partnership, estate or trust). If the forms referred to in this Section 4.04(b) that are provided by a Bank at the time such Bank first becomes a party to this Agreement indicate a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from Taxes unless and until such Bank provides the appropriate form certifying that a lesser rate applies, whereupon withholding tax at such lesser rate shall be considered excluded from Taxes solely for the period governed by such form. However, if, on the date of the Assignment and Assumption Agreement pursuant to which a Bank assignee becomes a party to this Agreement, the Bank assignor was entitled to payments under Section 4.04(a) in respect of United States withholding tax with respect to interest paid at such date, then, to such extent (and only to such extent), the term "Taxes" includes interestshall include (in addition to withholding taxes that may be imposed in the future or other amounts otherwise includable in Taxes) United States withholding tax, penalties and expenses payable if any, applicable with respect to such Bank assignee on such date. (c) For any period with respect to which any of the Banks has failed to provide the Borrower with the appropriate form, certificate or incurred other document described in connection therewith. A certificate as Section 4.04(b), such Bank shall not be entitled to payment or indemnification under Section 4.04(a) with respect to Taxes imposed by reason of such failure. (d) Each of the Banks hereby agrees that, upon the occurrence of any circumstances entitling such Bank to additional amounts payable pursuant to a Bank under this Section 2.10(f) submitted to the Company by 4.04, such Bank shall, absent manifest errorif requested by the Borrower, use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different applicable lending office if the making of such a change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, determined by the Bank in its sole discretion, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Taxes, the Company shall promptly furnish to each Bank such certificates, receipts and other documents as may be required (in the judgment of such Bank) to establish any tax credit to which such Bank may be entitled. (ii) Each Bank shall supply to the Company, within a reasonable period after the date of execution of this Agreement, executed copies of Internal Revenue Service Form W-8ECI or W-8BEN (which indicates that the respective Bank is entitled to receive interest exempt from United States withholding tax) or any successor Forms, and shall update such Forms as necessary in order to retain their effectiveness, to the extent each such Bank is legally entitled to execute and deliver either of such Forms. (iii) With respect to any Taxes which are paid by any Borrower in accordance with the provisions of this Section 2.10(f), each Bank receiving the benefits of such payments of Taxes hereby agrees to pay to such Borrower any amounts refunded otherwise disadvantageous to such Bank which such Bank determines in its sole discretion to be a refund in respect of such Taxesany respect.

Net Payments. All payments hereunder by the Guarantor ("Guarantee Payments") shall be made by the Guarantor without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Bermuda (a "taxing jurisdiction") or any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (i) All payments the laws (or any regulations or ruling promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (ii) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If a withholding or deduction at source is required, the Guarantor shall, subject to certain limitations and exceptions set forth below, pay to the Holder of any Security (or, if applicable, Senior Note) such Additional Amounts (as defined below) as may be necessary so that every net Guarantee Payment, after such withholding or deduction, shall not be less than the amount due and payable pursuant to this Agreement; provided, however, that the Guarantor shall not be required to make payment of such Additional Amounts for or on account of: (1) any tax, fee, duty, assessment or governmental change of whatever nature which would not have been imposed but for the fact that such Holder: (A) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the taxing jurisdiction other than by reason of the mere ownership of such Security or receipt of a Guarantee Payment; (B) presented such Security for payment in the taxing jurisdiction or any political subdivision thereof, unless such Security could not have been presented for payment elsewhere; or (C) presented such Security more than 30 days after the date on which the payment in respect of such Security first became due and payable or provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Security for payment on any day within such period of 30 days; (2) any estate, inheritance, gift, sale, transfer, personal property or similar tax, fee, duty, assessment or other governmental charge; (3) any tax, fee, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the applicable Borrower Holder or the Company under this Agreement shall be made without setoff beneficial owner of such Security to comply with any reasonable request by the Guarantor addressed to the Holder or counterclaim and the beneficial owner of such Security within 90 days of such request (unlessA) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of Competitive Bid Loans only, otherwise agreed to between the Borrower and the Bank making any such Competitive Bid Loan(A) or (B), is required or imposed by statute, treaty, regulation or administrative practice of the taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, fee, duty, assessment or other governmental charge; or (4) any combination of items (1), (2) and (3); nor shall Additional Amounts be paid with respect to any Guarantee Payment to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such Security to the extent such payment would be required by the laws of the taxing jurisdiction (or any political subdivision or taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such amounts as may be necessary in order that all fiduciary or a member of such payments (after deduction partnership or a beneficial owner who would not have been entitled to such Additional Amounts had it been the holder of the Security. If any withholding for or on account of any present or future taxestax, leviesfee, impostsduty, duties assessment or other charges of whatsoever nature imposed by any Governmental Authoritygovernmental charge described in this Section 29 shall be required in connection with a Guarantee Payment, other than any tax on or measured the Guarantor shall specify, in a certificate to the Holder, by the net income of a Bank pursuant to taxing jurisdiction the income tax laws of the United States or of the jurisdictions where such Bank's principal or Applicable Lending Office is located (collectivelyamount, "Taxes")) shall not be less than the amounts otherwise specified to be paid under this Agreement. If the applicable Borrower or the Company is required by law to make any deduction or withholding from any payment due hereunderif any, then the amount payable will be increased to such amount which, after deduction from such increased amount of all amounts required to be deducted or withheld therefrom, will not be less than the amount otherwise due and payable. Without prejudice on such payments to the foregoing, if any Bank or the Administrative Agent is required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America, any State or political subdivision thereof, or the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to Section 2. For purposes of this Section, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as to any additional amounts payable to a Bank under this Section 2.10(f) submitted to the Company by such Bank shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Taxes, the Company shall promptly furnish to each Bank such certificates, receipts and other documents as may be required (in the judgment of such Bank) to establish any tax credit to which such Bank may be entitled. (ii) Each Bank shall supply to the Company, within a reasonable period after the date of execution of this Agreement, executed copies of Internal Revenue Service Form W-8ECI or W-8BEN (which indicates that the respective Bank is entitled to receive interest exempt from United States withholding tax) or any successor FormsHolder, and shall update such Forms as necessary in order to retain their effectiveness, to the extent each such Bank is legally entitled to execute and deliver either of such Forms. (iii) With respect to any Taxes which are paid by any Borrower in accordance with the provisions of this Section 2.10(f), each Bank receiving the benefits of such payments of Taxes hereby Guarantor agrees to pay to such Borrower Holder the additional amounts required by this Section 29. The Guarantor covenants to indemnify each Holder for, and to hold it harmless against, any amounts refunded loss, liability or expense reasonably incurred without negligence or bad faith on its part arising out of or in connection with actions taken or omitted by it in reliance on any such certificate furnished pursuant to such Bank which such Bank determines in its sole discretion to be a refund in respect of such Taxesthis Section 29.