Common use of Net Payments Clause in Contracts

Net Payments. (a) All payments made by Borrowers hereunder or under any Loan Document shall be made without setoff, counterclaim, or other defense. To the extent permitted by applicable law, all payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall be made by Borrowers free and clear of and without deduction or withholding for, or account of, any tax, duty, levy, impost, deduction, charge, withholding, or assessment now or hereinafter imposed by any Governmental Authority. (b) If any Borrower makes any payment hereunder or under any Loan Document in respect of which it is required by law to deduct or withhold any Taxes, such Borrower shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld (and any taxes withheld or imposed with respect to the additional payments required under this Section 2.8(b)) the amount paid to the Lender or Administrative Agent equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 2.8(b). To the extent any Borrower withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or assessments on payments hereunder or under any Loan Document, such Borrower shall pay the full amount deducted to the relevant Governmental Authority within the time allowed for payment under applicable law and shall deliver to the Administrative Agent within 30 days after it has made payment to such authority a receipt issued by such authority (or other evidence satisfactory to the Administrative Agent) evidencing the payment of all amounts so required to be deducted or withheld from such payment. (c) If any Lender or Administrative Agent is required by law to make any payments of any Taxes on or in relation to any amounts received or receivable hereunder or under any other Loan Document, or any Tax is assessed against a Lender or Administrative Agent with respect to amounts received or receivable hereunder or under any other Loan Document, each Borrower will indemnify such person against (i) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any Taxes imposed as a result of the receipt of the payment under this Section 2.8(c). A certificate prepared in good faith as to the amount of such payment by Lender or Administrative Agent shall, absent manifest error, be final, conclusive, and binding on all parties. (i) To the extent permitted by applicable law, each Lender that is a Non-U.S. Participant shall deliver to the Funds Administrator and Administrative Agent on or prior to the Initial Borrowing Date (or in the case of a Lender that is an Assignee, on the date of such assignment to such Lender) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable form prescribed by the IRS) certifying to such Lender’s entitlement to a complete exemption from, or a reduced rate in, United States withholding tax on interest payments to be made under this Agreement or any Note. If a Lender that is a Non-U.S. 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 2.8(d)(i) (any such certificate, a “Section 2.8(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 Funds Administrator and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 2.8(d)(i) Certificate, to confirm or establish the entitlement to such Lender or Administrative Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or any Note. (e) Each Lender that is not a Non-U.S. Participant (other than any such Lender which is taxed as a corporation for U.S. federal income tax purposes) shall provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to Funds Administrator and Administrative Agent certifying to such Lender or Administrative Agent is exempt from United States backup withholding tax. To the extent that a form provided pursuant to this Section 2.8(e) is rendered obsolete or inaccurate in any material respects as result of change in circumstances with respect to the status of a Lender or Administrative Agent, such Lender or Administrative Agent shall, to the extent permitted by applicable law, deliver to Funds Administrator and Administrative Agent revised forms necessary to confirm or establish the entitlement to such Lender’s or Administrative Agent’s exemption from United States backup withholding tax.

Net Payments. (a) All payments made by Borrowers hereunder the Borrower hereunder, under any Note or under any Loan other Credit Document shall will be made without setoff, counterclaim, counterclaim or other defense. To the extent permitted by applicable law, all All such payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall will be made by Borrowers free and clear of of, and without deduction or withholding for, any present or account offuture taxes, any taxlevies, dutyimposts, levyduties, impostfees, deduction, charge, withholding, assessments or assessment other charges of whatever nature now or hereinafter hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein (but excluding, except as provided below, any tax imposed on or measured by the net income of a Bank pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Bank is located) and all interest, penalties or similar liabilities with respect thereto (collectively, "Taxes"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower hereunder, under any Note or under any other Credit Document, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. The Borrower shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Bank is located or of any 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 this or the preceding sentence by the Borrower. The Borrower will furnish to the Administrative Agent within five days after the date the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower. The Borrower will indemnify and hold harmless the Administrative Agent and each Bank, and reimburse the Administrative Agent or such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid or withheld by such Bank. (b) If any Borrower makes any payment hereunder or under any Loan Document Each Bank that is not a United States person (as such term is defined in respect Section 7701(a)(30) of which it is required by law the Code) for U.S. Federal income tax purposes agrees to deduct or withhold any Taxes, such Borrower shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld (and any taxes withheld or imposed with respect to the additional payments required under this Section 2.8(b)) the amount paid to the Lender or Administrative Agent equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 2.8(b). To the extent any Borrower withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or assessments on payments hereunder or under any Loan Document, such Borrower shall pay the full amount deducted to the relevant Governmental Authority within the time allowed for payment under applicable law and shall deliver to the Administrative Agent within 30 days after it has made payment to such authority a receipt issued by such authority (or other evidence satisfactory to Borrower and the Administrative Agent) evidencing the payment of all amounts so required to be deducted or withheld from such payment. (c) If any Lender or Administrative Agent is required by law to make any payments of any Taxes on or in relation to any amounts received or receivable hereunder or under any other Loan Document, or any Tax is assessed against a Lender or Administrative Agent with respect to amounts received or receivable hereunder or under any other Loan Document, each Borrower will indemnify such person against (i) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any Taxes imposed as a result of the receipt of the payment under this Section 2.8(c). A certificate prepared in good faith as to the amount of such payment by Lender or Administrative Agent shall, absent manifest error, be final, conclusive, and binding on all parties. (i) To the extent permitted by applicable law, each Lender that is a Non-U.S. Participant shall deliver to the Funds Administrator and Administrative Agent on or prior to the Initial Borrowing Date (Restatement Effective Date, or in the case of a Lender Bank that is an Assigneeassignee or transferee of an interest under this Agreement pursuant to Section 1.14 (unless the respective Bank was already a Bank hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such LenderBank, (i) two accurate and complete original signed copies of IRS Internal Revenue Service Form W-8BEN, W-8ECI, 4224 or W-8IMY 1001 (or any successor or other applicable form prescribed by the IRSforms) certifying to such Lender’s Bank's entitlement to a complete exemption from, or a reduced rate in, from United States withholding tax on interest with respect to payments to be made under this Agreement Agreement, under any Note and under any Credit Document, or any Note. If (ii) if the Bank is not a Lender that is a Non-U.S. Participant is claiming a complete exemption from withholding on interest pursuant to "bank" within the meaning of Section 881(c881(c)(3)(A) of the CodeCode and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, the Lender shall deliver (along with two accurate and complete original signed copies of IRS Form W-8BENx) a certificate substantially in the form of Exhibit 2.8(d)(i) C (any such certificate, a “"Section 2.8(d)(i4.04(b)(ii) Certificate”)") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8 (or successor form) certifying to such Bank's entitlement to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement, under any Note and under any Credit Document. In addition, each Lender that is a Non-U.S. Participant Bank agrees that from time to time after the Initial Borrowing Restatement Effective 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 previous certification obsolete or inaccurate in any material respect, such Lender shall, to the extent permitted under applicable law, it will deliver to the Funds Administrator Borrower and the Administrative Agent two new and accurate and complete original signed copies of an IRS Internal Revenue Service Form W-8BEN, W-8ECI4224 or 1001, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), Form W-8 and if applicable, a new Section 2.8(d)(i4.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Bank to such Lender or Administrative Agent to an a continued exemption from, from or reduction in, in United States withholding tax on interest with respect to payments under this Agreement, any Note and under any Credit Document, or it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Bank shall not be required to deliver any such Form or Certificate pursuant to this Section 4.04(b). Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Bank has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 4.04(a) hereof to gross-up payments to be made under this Agreement to a Bank in respect of income or any Note. (e) Each 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 provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to Funds Administrator and Administrative Agent certifying to such Lender or Administrative Agent is exempt from similar taxes imposed by the United States backup withholding tax. To if (I) such Bank has not provided to the extent that a form Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 2.8(e4.04(b) is rendered obsolete or inaccurate (II) in any material respects as result of change in circumstances with respect to the status case of a Lender or Administrative Agentpayment, such Lender or Administrative Agent shallother than interest, to a Bank described in clause (ii) above, to the extent permitted that such Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 4.04 and except as set forth in Section 12.04(a), the Borrower agrees to pay any additional amounts and to indemnify each Bank in the manner set forth in Section 4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes deducted or withheld by it as described in the immediately preceding sentence as a result of any changes after the Restatement Effective Date in any applicable law, deliver treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to Funds Administrator and Administrative Agent revised forms necessary to confirm the deducting or establish the entitlement to withholding of such Lender’s or Administrative Agent’s exemption from United States backup withholding taxTaxes.

Net Payments. (a) All payments made by Borrowers hereunder or under any Loan Document shall be made without setoff, counterclaim, or other defense. To the extent permitted by applicable law, all payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall be made by Borrowers free and clear of and without deduction or withholding for, or account of, any tax, duty, levy, impost, deduction, charge, withholding, or assessment now or hereinafter imposed by any Governmental Authority. (b) If any Borrower makes any payment hereunder or under any Loan Document in respect of which it is required by law to deduct or withhold any Taxes, such Borrower shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld (and any taxes withheld or imposed with respect to the additional payments required under this Section 2.8(b)) the amount paid to the Lender or Administrative Agent equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 2.8(b). To the extent any Borrower withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or assessments on payments hereunder or under any Loan Document, such Borrower shall pay the full amount deducted to the relevant Governmental Authority within the time allowed for payment under applicable law and shall deliver to the Administrative Agent within 30 days after it has made payment to such authority a receipt issued by such authority (or other evidence satisfactory to the Administrative Agent) evidencing the payment of all amounts so required to be deducted or withheld from such payment. (c) If any Lender or Administrative Agent is required by law to make any payments of any Taxes on or in relation to any amounts received or receivable hereunder or under any other Loan Document, or any Tax is assessed against a Lender or Administrative Agent with respect to amounts received or receivable hereunder or under any other Loan Document, each Borrower will indemnify such person against (i) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any Taxes imposed as a result of the receipt of the payment under this Section 2.8(c). A certificate prepared in good faith as to the amount of such payment by Lender or Administrative Agent shall, absent manifest error, be final, conclusive, and binding on all parties. (i) To the extent permitted by applicable law, each Lender that is a Non-U.S. Participant shall deliver to the Funds Administrator and Administrative Agent on or prior to the Initial Borrowing Date (or in the case of a Lender that is an Assignee, on the date of such assignment to such Lender) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable form prescribed by the IRS) certifying to such Lender’s entitlement to a complete exemption from, or a reduced rate in, United States withholding tax on interest payments to be made under this Agreement or any Note. If a Lender that is a Non-U.S. 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 2.8(d)(i) (any such certificate, a “Section 2.8(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 Funds Administrator and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 2.8(d)(i) Certificate, to confirm or establish the entitlement to such Lender or Administrative Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or any Note. (e) Each Lender that is not a Non-U.S. Participant (other than any such Lender which is taxed as a corporation for U.S. federal income tax purposes) shall provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to Funds Administrator and Administrative Agent certifying to such Lender or Administrative Agent is exempt from United States backup withholding tax. To the extent that a form provided pursuant to this Section 2.8(e) is rendered obsolete or inaccurate in any material respects as result of change in circumstances with respect to the status of a Lender or Administrative Agent, such Lender or Administrative Agent shall, to the extent permitted by applicable law, deliver to Funds Administrator and Administrative Agent revised forms necessary to confirm or establish the entitlement to such Lender’s or Administrative Agent’s exemption from United States backup withholding tax.

Net Payments. (a) All Any and all payments made by Borrowers hereunder or on behalf of the Borrower or any Guarantor under this Agreement or any other Loan Document shall be made without setoff, counterclaim, or other defense. To the extent permitted by applicable law, all payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall be made by Borrowers free and clear of of, and without deduction or withholding for, for or on account of, any tax, duty, levy, impost, deduction, charge, withholding, or assessment now or hereinafter imposed by Taxes; provided that if any Governmental Authority. applicable Withholding Agent shall determine (bin such Withholding Agent’s good faith discretion) If any Borrower makes any payment hereunder or under any Loan Document in respect of which that it is or may be required by law applicable Requirements of Law to deduct or withhold any TaxesTaxes from such payments, such Borrower shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld then (and any taxes withheld or imposed with respect to the additional payments required under this Section 2.8(b)i) the amount paid applicable Withholding Agent may make such deductions or withholdings as are determined by the applicable Withholding Agent in such Withholding Agent’s good faith discretion to be required by any applicable Requirement of Law, (ii) the Lender or Administrative applicable Withholding Agent equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 2.8(b). To the extent any Borrower withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or assessments on payments hereunder or under any Loan Document, such Borrower shall timely pay the full amount deducted or withheld to the relevant Governmental Authority within in accordance with applicable Requirements of Law, and (iii) to the time allowed for extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings applicable to additional sums payable under this Section 2.17) the Administrative Agent, the Collateral Agent or the applicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made. After any payment under applicable law and of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided in this Section 2.17, the Borrower shall deliver to the Administrative Agent within 30 days after it has made payment or the Administrative Agent shall deliver to such authority the Borrower, as the case may be, the original or a certified copy of a receipt issued by such authority (Governmental Authority evidencing such payment, a copy of any return required by law to report such payment or other evidence of such payment reasonably satisfactory to the Borrower, the Administrative AgentAgent or the applicable Lenders, as the case may be. (b) evidencing The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Requirements of Law, or at the option of the Administrative Agent timely reimburse it for the payment of all amounts so required to be deducted any Other Taxes (whether or withheld from not such paymentOther Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority). (c) If The Borrower shall indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender within ten (10) Business Days after written demand therefor, for the full amount of any Lender Indemnified Taxes or Other Taxes imposed on the Administrative Agent, the Collateral Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17), and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender, the Administrative Agent is required or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. (d) Each Lender shall deliver to the Borrower and the Administrative Agent, at such time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to make determine (A) whether or not any payments of any Taxes on or in relation to any amounts received or receivable made hereunder or under any other Loan DocumentDocument are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any Tax is assessed against a payments to be made to such Lender by any Credit Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than as required pursuant to Section 2.17(e)(i)(A), (B) or (C)), shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (e) Without limiting the generality of Section 2.17(d), each Non-U.S. Lender with respect to amounts received or receivable hereunder or under any other Loan Document, each Borrower will indemnify such person against (i) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any Taxes imposed as a result of the receipt of the payment under this Section 2.8(c). A certificate prepared in good faith as made to the amount of such payment by Lender or Administrative Agent Borrower shall, absent manifest error, be final, conclusive, and binding on all parties.to the extent it is legally eligible to do so: (i) To the extent permitted by applicable law, each Lender that is a Non-U.S. Participant shall deliver to the Funds Administrator Borrower and the Administrative Agent Agent, on or prior to the Initial Borrowing Date date on which such Lender becomes a Lender under this Agreement, two copies of (or A) in the case of a Lender that is an Assignee, on the date of such assignment to such Lender) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable form prescribed by the IRS) certifying to such Lender’s entitlement to a complete exemption from, or a reduced rate in, United States withholding tax on interest payments to be made under this Agreement or any Note. If a Lender that is a Non-U.S. Participant is Lender claiming a complete exemption from U.S. federal withholding on interest pursuant to tax under Section 871(h) or 881(c) of the CodeCode with respect to payments of “portfolio interest”, the Lender shall deliver (along with two accurate and complete original signed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any applicable successor form) (together with a certificate substantially in the form of Exhibit 2.8(d)(i) D-1, Exhibit D-2, Exhibit D-3 or Exhibit D-4 hereto, as applicable (any such certificate, a “Section 2.8(d)(i) Non-Bank Tax Certificate”). In addition, each Lender representing that is a such Non-U.S. Participant agrees Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a “10 percent shareholder” (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower, is not a CFC related to the Borrower as described in Section 881(c)(3)(C) of the Code) and the interest payments in question are not effectively connected with the conduct by such Lender of a trade or business within the United States), (B) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Non-U.S. Lender and, to the extent applicable, claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this Agreement, (C) IRS Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above; provided that if the Non-U.S. Lender is a partnership and not a participating Lender, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Non-U.S. Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; provided that such other form and supplementary documentation described in this clause (D) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender; and (ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) promptly after such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a material change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and from time to time after thereafter if reasonably requested by the Initial Borrowing DateBorrower or the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of such Non-U.S. ▇▇▇▇▇▇’s inability to do so. Each Person that shall become a Participant pursuant to Section 9.06 or a Lender pursuant to Section 9.06 shall, (or upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided that in the case of a Lender that is an Assignee, after Participant such Participant shall furnish all such required forms and statements to the date of Person from which 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 shallrelated participation shall have been purchased. In addition, to the extent permitted under applicable lawit is legally eligible to do so, each Agent shall deliver to the Funds Administrator Borrower (x)(I) prior to the date on which the first payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Agent pursuant to Section 8.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to time if reasonably requested by the Borrower, two further copies of such documentation. (f) If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of an Indemnified Tax or Other Tax for which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse the Borrower or such Guarantor for such amount (net of all reasonable out-of-pocket expenses (including Taxes) of such Lender, the Administrative Agent or the Collateral Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lender, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion exercised in good faith to be the proportion of the refund as will leave it, after such reimbursement, in no worse net after-Tax position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid; provided that the Borrower or such Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). None of the Lenders, the Administrative Agent or the Collateral Agent shall be obliged to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 2.17. (g) [Reserved]. (h) Without limiting the generality of Section 2.17(d), each U.S. Lender shall deliver to the Borrower and the Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY W-9 (or any substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or other applicable forms prescribed prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence of a change in the U.S. ▇▇▇▇▇▇’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and (iv) from time to time thereafter if reasonably requested by the IRS), and if applicable, Borrower or the Administrative Agent. (i) If a new Section 2.8(d)(i) Certificate, payment made to confirm or establish the entitlement to such any Lender or Administrative any Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or any Note. (e) Each Lender that is not a Non-U.S. Participant (other than any such Lender which is taxed as a corporation for Loan Document would be subject to U.S. federal income withholding tax purposes) shall provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to Funds Administrator and Administrative Agent certifying to imposed by FATCA if such Lender or Administrative such Agent is exempt from United States backup withholding tax. To were to fail to comply with the extent that a form provided pursuant to this applicable reporting requirements of FATCA (including those contained in Section 2.8(e1471(b) is rendered obsolete or inaccurate in any material respects 1472(b) of the Code, as result of change in circumstances with respect to the status of a Lender or Administrative Agentapplicable), such Lender or such Agent shall deliver to the Borrower and the Administrative Agent shallat the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the extent permitted by applicable lawamount, deliver if any, to Funds Administrator deduct and Administrative Agent revised forms necessary withhold from such payment. Solely for purposes of this Section 2.17(i), “FATCA” shall include any amendments made to confirm or establish FATCA after the entitlement to such Lender’s or Administrative Agent’s exemption from United States backup withholding taxdate of this Agreement.

Net Payments. (a) All payments made by Borrowers Company hereunder or under any Loan Document shall be made without setoff, counterclaim, or other defense. To the extent permitted by applicable law, all payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall be made by Borrowers Company free and clear of and without deduction or withholding for, or account of, any tax, duty, levy, impost, deduction, charge, withholding, or assessment now or hereinafter imposed by any Governmental Authority. (b) If any Borrower Company makes any payment hereunder or under any Loan Document in respect of which it is required by law to deduct or withhold any Taxes, such Borrower Company shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld (and any taxes withheld or imposed with respect to the additional payments required under this Section 2.8(b4.6(b)) the amount paid to the Lender or Administrative Agent equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 2.8(b4.6(b). To the extent any Borrower Company withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or assessments on payments hereunder or under any Loan Document, such Borrower Company shall pay the full amount deducted to the relevant Governmental Authority within the time allowed for payment under applicable law and shall deliver to the Administrative Agent within 30 days after it has made payment to such authority a receipt issued by such authority (or other evidence satisfactory to the Administrative Agent) evidencing the payment of all amounts so required to be deducted or withheld from such payment. (c) If any Lender or Administrative Agent is required by law to make any payments of any Taxes on or in relation to any amounts received or receivable hereunder or under any other Loan Document, or any Tax is assessed against a Lender or Administrative Agent with respect to amounts received or receivable hereunder or under any other Loan Document, each Borrower Company will indemnify such person against (i) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any Taxes taxes imposed as a result of the receipt of the payment under this Section 2.8(c4.6(c). A certificate prepared in good faith as to the amount of such payment by Lender or Administrative Agent shall, absent manifest error, be final, conclusive, and binding on all parties. (i) To the extent permitted by applicable law, each Lender that is a Non-U.S. Participant shall deliver to the Funds Administrator and Administrative Agent on or prior to the Initial Borrowing Date (or in the case of a Lender that is an Assignee, on the date of such assignment to such Lender) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable form prescribed by the IRS) certifying to such Lender’s entitlement to a complete exemption from, or a reduced rate in, United States withholding tax on interest payments to be made under this Agreement or any Note. If a Lender that is a Non-U.S. 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 2.8(d)(i) (any such certificate, a “Section 2.8(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 Funds Administrator and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 2.8(d)(i) Certificate, to confirm or establish the entitlement to such Lender or Administrative Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or any Note. (e) Each Lender that is not a Non-U.S. Participant (other than any such Lender which is taxed as a corporation for U.S. federal income tax purposes) shall provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to Funds Administrator and Administrative Agent certifying to such Lender or Administrative Agent is exempt from United States backup withholding tax. To the extent that a form provided pursuant to this Section 2.8(e) is rendered obsolete or inaccurate in any material respects as result of change in circumstances with respect to the status of a Lender or Administrative Agent, such Lender or Administrative Agent shall, to the extent permitted by applicable law, deliver to Funds Administrator and Administrative Agent revised forms necessary to confirm or establish the entitlement to such Lender’s or Administrative Agent’s exemption from United States backup withholding tax.

Net Payments. (a) All payments made by Borrowers Company hereunder or under any Loan Document shall be made without setoff, counterclaim, or other defense. To the extent permitted by applicable law, all payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall be made by Borrowers Company free and clear of and without deduction or withholding for, or account of, any tax, duty, levy, impost, deduction, charge, withholding, or assessment now or hereinafter imposed by any Governmental Authority. (b) If any Borrower Company makes any payment hereunder or under any Loan Document in respect of which it is required by law to deduct or withhold any Taxes, such Borrower Company shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld (and any taxes withheld or imposed with respect to the additional payments required under this Section 2.8(b4.6(b)) the amount paid to the Lender or Administrative Agent equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 2.8(b4.6(b). To the extent any Borrower Company withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or assessments on payments hereunder or under any Loan Document, such Borrower Company shall pay the full amount deducted to the relevant Governmental Authority within the time allowed for payment under applicable law and shall deliver to the Administrative Agent within 30 days after it has made payment to such authority a receipt issued by such authority (or other evidence satisfactory to the Administrative Agent) evidencing the payment of all amounts so required to be deducted or withheld from such payment. (c) If any Lender or Administrative Agent is required by law to make any payments of any Taxes on or in relation to any amounts received or receivable hereunder or under any other Loan Document, or any Tax is assessed against a Lender or Administrative Agent with respect to amounts received or receivable hereunder or under any other Loan Document, each Borrower Company will indemnify such person against (i) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any Taxes taxes imposed as a result of the receipt of the payment under this Section 2.8(c4.6(c). A certificate prepared in good faith as to the amount of such payment by Lender or Administrative Agent shall, absent manifest error, be final, conclusive, and binding on all parties. (i) To the extent permitted by applicable law, each Lender that is a Non-U.S. Participant shall deliver to the Funds Administrator Company and Administrative Agent on or prior to the Initial Borrowing Closing 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 in, United States withholding tax on interest payments to be made under this Agreement or any Note. If a Lender that is a Non-U.S. 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 2.8(d)(i4.6(d) (any such certificate, a “Section 2.8(d)(i4.6(d)(i) Certificate”). In addition, each Lender that is a Non-U.S. Participant agrees that from time to time after the Initial Borrowing Closing Date, (or in the case of a Lender that is an Assignee, after the date of the assignment to such Lender), when a lapse in time (or change in circumstances occurs) renders the prior certificates hereunder obsolete or inaccurate in any material respect, such Lender shall, to the extent permitted under applicable law, deliver to the Funds Administrator Company and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 2.8(d)(i4.6(d)(i) Certificate, to confirm or establish the entitlement to such Lender or Administrative Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or any Note. (eii) Each 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 provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to Funds Administrator Company and Administrative Agent certifying to such Lender or Administrative Agent is exempt from United States backup withholding tax. To the extent that a form provided pursuant to this Section 2.8(e4.6(d)(ii) is rendered obsolete or inaccurate in any material respects as result of change in circumstances with respect to the status of a Lender or Administrative Agent, such Lender or Administrative Agent shall, to the extent permitted by applicable law, deliver to Funds Administrator Company and Administrative Agent revised forms necessary to confirm or establish the entitlement to such Lender’s or Administrative Agent’s exemption from United States backup withholding tax.

Net Payments. (a) All payments made by Borrowers the Guarantors hereunder or under any Loan Document shall will be made without setoff, counterclaim, counterclaim or other defense. To the extent permitted by applicable law, all All payments hereunder and under any Loan Document (including, without limitation, any payment payments on account of principal, interest, or principal and interest and fees) to, or for the benefit, of any Person shall be made by Borrowers the Guarantors free and clear of and without deduction or withholding for, for or on account of, of any present or future tax, duty, levy, impost, deduction, charge, withholding, assessment or assessment other charge of whatever nature now or hereinafter hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein. If the Guarantors are required by law to make any deduction or withholding of any taxes from any payment due hereunder, then the amount payable will be increased to such amount which, after deduction from such increased amount of all such taxes required to be withheld or deducted therefrom, will not be less than the amount due and payable hereunder had no such deduction or withholding been required. (b) If any Borrower makes the Guarantors make any payment hereunder or under any Loan Document in respect of which it is they are required by law to deduct make any deduction or withhold any Taxes, such Borrower shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount withholding of Taxes withheld (and any taxes withheld or imposed with respect to the additional payments required under this Section 2.8(b)) the amount paid to the Lender or Administrative Agent equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 2.8(b). To the extent any Borrower withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or assessments on payments hereunder or under any Loan Document, such Borrower they shall pay the full amount to be deducted or withheld to the relevant Governmental Authority taxation or other authority within the time allowed for such payment under applicable law and shall deliver to the Administrative Agent Funds, within 30 days after it has they have made such payment to such authority the applicable authority, a receipt issued by such authority (or other evidence satisfactory to the Administrative Agent) evidencing the payment to such authority of all amounts so required to be deducted or withheld from such payment. (c) If any Lender or Administrative Agent Without prejudice to the provisions of subsection (a) of this paragraph 11, if either Guaranteed Party is required by law to make any payments payment on account of any Taxes taxes on or in relation to any amounts sum received or receivable hereunder or under any other Loan Documentby such Guaranteed Party, or any Tax liability for taxes in respect of any such payment is imposed, levied or assessed against a Lender or Administrative Agent with respect to amounts received or receivable hereunder or under any other Loan Documentthe Funds, each Borrower the Guarantors will promptly indemnify such person against such tax payment or liability, together with any interest, penalties and expenses (i) such Tax (and any reasonable including counsel fees and expenses associated with such Taxexpenses) and (ii) payable or incurred in connection therewith, including any Taxes imposed as a result tax on the Funds arising by virtue of the receipt of the payment payments under this Section 2.8(c)subsection (c) of this paragraph 11, computed in a manner consistent with subsection (a) of this paragraph 11. A certificate prepared in good faith as to the amount of such payment by Lender or Administrative Agent shallsuch Guaranteed Party, absent manifest error, shall be final, conclusive, conclusive and binding on upon all parties. (i) To parties hereto for all purposes. Such Guaranteed Party agrees to use reasonable efforts to inform the extent permitted by applicable law, each Lender that is a Non-U.S. Participant shall deliver to the Funds Administrator and Administrative Agent on or prior to the Initial Borrowing Date (or in the case Guarantors of a Lender that is an Assignee, on the date of such assignment to such Lender) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable form prescribed by the IRS) certifying to such Lender’s entitlement to a complete exemption from, or a reduced rate in, United States withholding tax on interest payments to be made under this Agreement or any Note. If a Lender that is a Non-U.S. 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 2.8(d)(i) (any such certificate, a “Section 2.8(d)(i) Certificate”). In addition, each Lender taxes affecting it that is a Non-U.S. Participant agrees that from time to time are imposed by any jurisdiction after the Initial Borrowing Date, (or in the case it becomes aware of a Lender that is an Assignee, after the date of the assignment to such Lender), when a lapse in time (or change in circumstances occurs) renders the prior certificates hereunder obsolete or inaccurate in any material respect, such Lender shall, to the extent permitted under applicable law, deliver to the Funds Administrator and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 2.8(d)(i) Certificate, to confirm or establish the entitlement to such Lender or Administrative Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or any Note. (e) Each Lender that is not a Non-U.S. Participant (other than any such Lender which is taxed as a corporation for U.S. federal income tax purposes) shall provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to Funds Administrator and Administrative Agent certifying to such Lender or Administrative Agent is exempt from United States backup withholding tax. To the extent that a form provided pursuant to this Section 2.8(e) is rendered obsolete or inaccurate in any material respects as result of change in circumstances with respect to the status of a Lender or Administrative Agent, such Lender or Administrative Agent shall, to the extent permitted by applicable law, deliver to Funds Administrator and Administrative Agent revised forms necessary to confirm or establish the entitlement to such Lender’s or Administrative Agent’s exemption from United States backup withholding taxtaxes being imposed.

Net Payments. (a) All payments made by Borrowers hereunder or under any Loan Document shall be made without setoff, counterclaim, or other defense. To the extent permitted by applicable law, all payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall be made by Borrowers free and clear of and without deduction or withholding for, or account of, any tax, duty, levy, impost, deduction, charge, withholding, or assessment now or hereinafter imposed by any Governmental Authority. (b) If any Borrower makes any payment hereunder or under any Loan Document in respect of which it is required by law to deduct or withhold any Taxes, such Borrower shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld (and any taxes withheld or imposed with respect to the additional payments required under this Section 2.8(b)) the amount paid to the Lender or Administrative Agent equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 2.8(b). To the extent any Borrower withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or assessments on payments hereunder or under any Loan Document, such Borrower shall pay the full amount deducted to the relevant Governmental Authority within the time allowed for payment under applicable law and shall deliver to the Administrative Agent within 30 days after it has made payment to such authority a receipt issued by such authority (or other evidence satisfactory to the Administrative Agent) evidencing the payment of all amounts so required to be deducted or withheld from such payment. (c) If any Lender or Administrative Agent is required by law to make any payments of any Taxes on or in relation to any amounts received or receivable hereunder or under any other Loan Document, or any Tax is assessed against a Lender or Administrative Agent with respect to amounts received or receivable hereunder or under any other Loan Document, each Borrower will indemnify such person against (i) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any Taxes imposed as a result of the receipt of the payment under this Section 2.8(c). A certificate prepared in good faith as to the amount of such payment by Lender or Administrative Agent shall, absent manifest error, be final, conclusive, and binding on all parties. (i) To the extent permitted by applicable law, each Lender that is a Non-U.S. Participant shall deliver to the Funds Administrator and Administrative Agent on or prior to the Initial Borrowing Restatement Date (or in the case of a Lender that is an Assignee, on the date of such assignment to such Lender) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable form prescribed by the IRS) certifying to such Lender’s entitlement to a complete exemption from, or a reduced rate in, United States withholding tax on interest payments to be made under this Agreement or any Note. If a Lender that is a Non-U.S. 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 2.8(d)(i) (any such certificate, a “Section 2.8(d)(i) Certificate”). In addition, each Lender that is a Non-U.S. Participant agrees that from time to time after the Initial Borrowing Restatement Date, (or in the case of a Lender that is an Assignee, after the date of the assignment to such Lender), when a lapse in time (or change in circumstances occurs) renders the prior certificates hereunder obsolete or inaccurate in any material respect, such Lender shall, to the extent permitted under applicable law, deliver to the Funds Administrator and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 2.8(d)(i) Certificate, to confirm or establish the entitlement to such Lender or Administrative Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or any Note. (e) Each Lender that is not a Non-U.S. Participant (other than any such Lender which is taxed as a corporation for U.S. federal income tax purposes) shall provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to Funds Administrator and Administrative Agent certifying to such Lender or Administrative Agent is exempt from United States backup withholding tax. To the extent that a form provided pursuant to this Section 2.8(e) is rendered obsolete or inaccurate in any material respects as result of change in circumstances with respect to the status of a Lender or Administrative Agent, such Lender or Administrative Agent shall, to the extent permitted by applicable law, deliver to Funds Administrator and Administrative Agent revised forms necessary to confirm or establish the entitlement to such Lender’s or Administrative Agent’s exemption from United States backup withholding tax.

Net Payments. (a) All payments made by the Borrowers and the other Credit Parties hereunder or and under any Loan other Credit Document shall will be made without setoff, counterclaim, counterclaim or other defense. To the extent permitted Except as provided in Section 5.04(b), and except as required by applicable law, all such payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall will be made by Borrowers free and clear of of, and without deduction or withholding for, any present or account offuture taxes, any taxlevies, dutyimposts, levyduties, impostfees, deduction, charge, withholding, assessments or assessment other charges of whatever nature now or hereinafter hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding (i) any tax or withholding on account of tax imposed on or measured by the net income or net profits of a Lender or the Administrative Agent (as applicable) and any franchise taxes and branch profits taxes imposed pursuant to the laws of the jurisdiction in which it is resident or organized or the jurisdiction in which the principal office or applicable lending office of such Lender or the Administrative Agent (as applicable) is located or any subdivision thereof or therein, or any tax imposed as a result of a present or former connection between such Lender or the Administrative Agent (as applicable) and the jurisdiction imposing such tax (other than connections arising only from such Lender or the Administrative Agent (as applicable) having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in any Loan or Credit Document), (ii) in the case of a Lender, any U.S. Federal withholding tax that is imposed on amounts payable to such Lender at the time such Lender becomes a party hereto (or designates a new lending office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from such U.S. Borrower with respect to such withholding tax pursuant to Section 5.04(a), (iii) Taxes attributable to a Lender’s failure to comply with Section 5.04(e), (iv) any United States federal withholding tax imposed under FATCA, (v) any tax imposed under the Income Tax Act (Canada) on any payment hereunder by a Credit Party to a Lender or the Administrative Agent (as applicable) by reason of such Credit Party not dealing at arm’s length for purposes of the Income Tax Act (Canada) with the Lender or the Administrative Agent (as applicable) at the time of such payment, (vi) any tax imposed under the Income Tax Act (Canada) on any payment hereunder by a Credit Party to a Lender or the Administrative Agent (as applicable) by reason of such Lender or the Administrative Agent (as applicable) being a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Income Tax Act (Canada)) of the Company or applicable Credit Party at any time during the year when such payment is made or by reason of such Lender or the Administrative Agent (as applicable) not dealing at arm’s length for purpose of the Income Tax Act (Canada) with a “specified shareholder” (within the meaning of subsection 18(5) of the Income Tax Act (Canada)) of the Company or applicable Credit Party at any time during the year in which such payment is made, and (vii) any withholding tax under the Income Tax Act (Canada) applicable to a payment by a Canadian Borrower in respect of a debt or other Obligation to pay an amount to a person with whom such Credit Party is not dealing at arm’s length for purposes of the Income Tax Act (Canada) (subparagraphs (i) through (vii) together, “Excluded Taxes”)) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred -88- to collectively as “Taxes”). If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the respective payment or which has guaranteed the obligations of the relevant Borrower) agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any other Credit Document, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such other Credit Documents. The respective Borrower (or other Credit Party) will, upon the Administrative Agent’s written request, furnish to the Administrative Agent, within 45 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by such Borrower (or other Credit Party) or other evidence of payment reasonably satisfactory to the Administrative Agent. (b) If any Borrower makes any payment hereunder Subject to Section 14.07, the U.S. Borrowers (jointly and severally) or under any Loan Document in respect of which it is required by law to deduct or withhold any Taxesthe Canadian Borrowers (jointly and severally), such Borrower shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld as applicable, agree (and any taxes withheld or imposed with respect the applicable Subsidiary Guarantors agree) to the additional payments required under this Section 2.8(b)) the amount paid to the Lender or Administrative Agent equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 2.8(b). To the extent any Borrower withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or assessments on payments hereunder or under any Loan Document, such Borrower shall timely pay the full amount deducted to the relevant Governmental Authority within in accordance with applicable law, or at the time allowed for payment under applicable law and shall deliver to option of the Administrative Agent within 30 days after timely reimburse it has made payment to such authority a receipt issued by such authority (or other evidence satisfactory to the Administrative Agent) evidencing for the payment of all amounts so required to be deducted or withheld from such paymentof, any Other Taxes. (c) If any Subject to Section 14.07, the U.S. Borrowers (jointly and severally) or the Canadian Borrowers (jointly and severally) shall, as applicable, agree (and the applicable Subsidiary Guarantors agree) to indemnify each Lender or the Administrative Agent is required by law to make any payments Agent, as the case may be, within 10 days after demand therefor, for the full amount of any Taxes (including Taxes imposed or asserted on or in relation attributable to any amounts received payable under this Section) payable or receivable hereunder or under any other Loan Document, or any Tax is assessed against a paid by such Lender or Administrative Agent with respect required to amounts received be withheld or receivable hereunder or under any other Loan Document, each Borrower will indemnify deducted from a payment to such person against (i) such Tax (Lender and any reasonable counsel fees and expenses associated arising therefrom or with respect thereto, whether or not such Tax) and (ii) any Taxes were correctly or legally imposed as a result of or asserted by the receipt of the payment under this Section 2.8(c)relevant Governmental Authority. A certificate prepared in good faith as to the amount of such payment or liability delivered to the Company by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent shallon its own behalf or on behalf of a Lender, shall be conclusive absent manifest error; provided that the Borrowers shall not be required to compensate any Lender pursuant to this Section 5.04(c) for any such Taxes incurred more than 180 days prior to the date that such Lender notifies the Company of the change giving rise to such Taxes and of such Lender’s intention to claim compensation therefor; provided, further, that, if the change giving rise to such Taxes is retroactive, then the 180 day period referred to above shall be finalextended to include the period of retroactive effect thereof. (d) Each Lender shall severally indemnify the Administrative Agent, conclusivewithin 10 days after demand therefor, for (i) any Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Taxes and without limiting the obligation of Credit Parties, subject to Section 14.07, to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.04(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Credit Document, and binding on 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 partiesamounts at any time owing to such Lender under any Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this clause (d). (i) To Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to the extent permitted Company and the Administrative Agent, at the time or times reasonably requested by the Company or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Company or the Administrative Agent, shall deliver such other documentation prescribed by applicable lawlaw or reasonably requested by the Company or the Administrative Agent as will enable the Company or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, each the completion, execution and submission of such documentation (other than such documentation set forth in Section 5.04(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Borrower, (A) any Lender that is a Non-U.S. Participant Person shall deliver to the Funds Administrator Company and the Administrative Agent on or prior to the Initial Borrowing Date date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), executed originals of Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), whichever of the following is applicable: (i) in the case of a Foreign Lender that claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Credit Document, executed originals of Internal Revenue Service Form W-8BEN establishing 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 inreduction of, United States U.S. federal 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 Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Credit Document, Internal Revenue Service Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (ii) executed originals of Internal Revenue Service Form W-8ECI; (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, the Lender shall deliver (along with two accurate and complete original signed copies of IRS Form W-8BENx) a certificate substantially in the form of Exhibit 2.8(d)(iD-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) (any such certificateof the Code, a “10 percent shareholder” of the Company within the meaning of Section 2.8(d)(i881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”). In addition) and (y) executed originals of Internal Revenue Service Form W-8BEN; or (iv) to the extent a Foreign Lender is not the beneficial owner, executed originals of Internal Revenue Service Form W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-2 or Exhibit D-3, Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender that is a Non-partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Participant agrees that from time to time after the Initial Borrowing Date, (or Tax Compliance Certificate substantially in the case form of a Lender that is an Assignee, after the date Exhibit D-4 on behalf of the assignment to each such Lender), when a lapse in time direct and indirect partner; (or change in circumstances occursC) renders the prior certificates hereunder obsolete or inaccurate in any material respect, such Foreign Lender shall, to the extent permitted under applicable lawit is legally entitled to do so, deliver to the Funds Administrator Company and the Administrative Agent two new (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and accurate and complete original signed copies from time to time thereafter upon the reasonable request of an IRS Form W-8BENthe Company or the Administrative Agent), W-8ECI, or W-8IMY (or executed originals of any successor or other applicable forms form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the IRS), and if applicable, a new Section 2.8(d)(i) Certificate, to confirm Company or establish the entitlement to such Lender or Administrative Agent to an exemption from, determine the withholding or reduction in, United States withholding tax on interest payments deduction required to be made under this Agreement or any Note.made; and (eD) if a payment made to a Lender under any 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 Company and the Administrative Agent at the time or times prescribed by law such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) as may be necessary for the Company and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender agrees that is not a Non-U.S. Participant (other than if any such Lender which is taxed as a corporation for U.S. federal income tax purposes) shall provide two properly completed and duly executed copies of IRS Form W-9 (form or any successor certification it previously delivered expires or other applicable form) to Funds Administrator and Administrative Agent certifying to such Lender or Administrative Agent is exempt from United States backup withholding tax. To the extent that a form provided pursuant to this Section 2.8(e) is rendered becomes obsolete or inaccurate in any material respects respect, it shall update such form or certification or promptly notify the Company and the Administrative Agent in writing of its legal inability to do so. (f) If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Taxes as result to which it has been indemnified by a Borrower or with respect to which a Borrower has paid additional amounts pursuant to Section 5.04(a), it shall pay to such Borrower an amount equal to such refund (but only to the extent of change in circumstances indemnity payments made, or additional amounts paid, by such Borrower under this Section with respect to the status Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant jurisdiction or any political subdivision or taxing authority thereof with respect to such refund), provided that the U.S. Borrowers (on a Lender joint and several basis) and the Canadian Borrowers (on a joint and several basis), as the case may be, upon the request of the Administrative Agent or such Lender, agree to repay the amount paid over to any such Borrower (plus any penalties, interest or other charges imposed by the relevant jurisdiction or any political subdivision or taxing authority thereof) to the Administrative Agent, Agent or such Lender or in the event the Administrative Agent shallor such Lender is required to repay such refund to such jurisdiction or any political subdivision or taxing authority thereof; provided, further, that no Borrower shall be required to repay the Administrative Agent or such Lender an amount in excess of the amount paid over by such party to any such Borrower pursuant to this Section 5.04(f). This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the extent permitted by applicable lawCompany, deliver to Funds Administrator and Administrative Agent revised forms necessary to confirm or establish the entitlement to such Lender’s or Administrative Agent’s exemption from United States backup withholding tax.any other Borrower, any o

Net Payments. (a) All Except as required by law, all payments made by Borrowers hereunder or on account of any obligation of a Credit Party under this Agreement or any Loan other Credit Document shall be made without setoff, counterclaim, or other defense. To the extent permitted by applicable law, all payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall be made by Borrowers free and clear of of, and without deduction or withholding for, for or on account of, any taxcurrent or future income, dutystamp or other taxes, levylevies, impostimposts, deductionduties, chargecharges, withholdingfees, deductions or assessment withholdings, now or hereinafter imposed hereafter imposed, levied, collected, withheld or assessed by any Governmental AuthorityAuthority (including any interest, additions to tax and penalties applicable thereto) (collectively, “Taxes”). If any Taxes that are not Excluded Taxes (“Non-Excluded Taxes”) are required to be withheld by a Withholding Agent from any amounts payable under this Agreement or any other Credit Document to an Agent or Lender, the applicable Credit Party shall increase the amounts payable to such Agent or Lender to the extent necessary to yield to such Agent or Lender (after withholding 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 or thereunder at the rates or in the amounts specified hereunder or thereunder. Whenever any withholding Taxes are payable by any Credit Party in respect of amounts payable under any Credit Document to the Administrative Agent or any Lender, promptly 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, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. The agreements in this Section 5.4 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) If In addition, each Credit Party shall pay any Borrower makes present or future stamp, documentary, filing, mortgage, recording or similar property or intangible taxes, charges or levies that arise from any payment made by such Credit Party hereunder or under any Loan Document in 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 of which it is required by law to deduct to, this Agreement or withhold the other Credit Documents, except any Taxes, such Borrower shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld (and any taxes withheld or imposed with respect to the additional payments required under this an assignment (other than an assignment requested by a Credit Party pursuant to Section 2.8(b13.7(a)) as a result of a present or former connection between the amount paid to assignor or assignee and the Lender jurisdiction imposing such Tax (other than a connection arising solely from the assignor or Administrative Agent equals the amount that was payable hereunder assignee having executed, delivered, become a party to, performed its obligations under, received or under perfected a security interest under, engaged in any such Loan Document without regard to this Section 2.8(b). To the extent any Borrower withholds any taxes, duties, levies, imposts, deductions, charges, withholdingstransaction pursuant to, or assessments on payments hereunder or under any Loan Document, such Borrower shall pay the full amount deducted enforced this Agreement) (hereinafter referred to the relevant Governmental Authority within the time allowed for payment under applicable law and shall deliver to the Administrative Agent within 30 days after it has made payment to such authority a receipt issued by such authority (or other evidence satisfactory to the Administrative Agent) evidencing the payment of all amounts so required to be deducted or withheld from such paymentas “Other Taxes”). (c) If any (i)(iv) The Credit Parties shall jointly and severally indemnify each Lender and each Agent for and hold them harmless against the full amount of Non-Excluded Taxes and Other Taxes payable or paid by such Lender or Administrative Agent is (as the case may be) or required by law to make any payments of any Taxes on be withheld or in relation deducted from a payment to any amounts received or receivable hereunder or under any other Loan Document, or any Tax is assessed against a such Lender or Administrative Agent (as the case may be) imposed or asserted (whether or not correctly or legally asserted) by any jurisdiction on any additional amounts or indemnities payable under this Section 5.4 and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto; provided that if any claim pursuant to amounts received this Section 5.4(c)(i) is made later than 180 days after the date on which the relevant Lender or receivable hereunder Agent had actual knowledge of the relevant Non-Excluded Taxes or under Other Taxes, then the Credit Parties shall not be required to indemnify the applicable Lender or Agent for any other Loan Document, each Borrower will indemnify penalties that accrue in respect of such person against Non-Excluded Taxes or Other Taxes after the 180th day. This indemnification shall be made within 30 days from the date such Lender or such Agent (as the case may be) makes written demand therefor. (i) Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Non-Excluded Taxes attributable to such Tax 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 L▇▇▇▇▇’s failure to comply with the provisions of Section 13.6(d)(ii) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender that are payable or paid by the Administrative Agent or the Credit Parties in connection with any Credit Document, and any reasonable counsel fees and expenses associated arising therefrom or with respect thereto, whether or not such Tax) and (ii) any Taxes were correctly or legally imposed as a result of or asserted by the receipt of the payment under this Section 2.8(c)relevant Governmental Authority. A certificate prepared in good faith as to the amount of such payment or liability delivered to any Lender by Lender or the Administrative Agent shall, shall be conclusive absent manifest error, be final, conclusive, . Each Lender hereby authorizes the Administrative Agent to set off and binding on apply any and all partiesamounts 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). (id) To 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 payments to be made pursuant to this Agreement or any other Credit Document to be made without, or at a reduced rate of, withholding or (B) as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation obsolete, expired or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. Notwithstanding anything herein to the contrary, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 5.4(d)(i) (other than clause (E) thereof), 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 applicable 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. Participant shall Lender”) shall: (i) deliver to the Funds Administrator Borrower and the Administrative Agent on or prior before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the Initial Borrowing Date request of the Borrower or the Administrative Agent) two properly executed copies of whichever of the following is applicable: (or A) in the case of a Non-U.S. Lender claiming the benefits of an income tax treaty to which the United States is a party, (x) with respect to payments of interest under any Credit Document, United States Internal Revenue Service Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Credit Document, United States Internal Revenue Service Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such treaty; (B) United States Internal Revenue Service Form W-8ECI; (C) in the case of Non-U.S. Lender claiming exemption from U.S. federal withholding Tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” United States Internal Revenue Service Form W-8BEN or W-8BEN-E (together with a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a 10 percent shareholder of the Borrower (or, if the Borrower is an Assigneeentity disregarded as an entity separate from its sole owner, on such sole owner) within the date meaning of Section 871(h)(3)(B) of the Code and is not a controlled foreign corporation related to the Borrower (or, if the Borrower is an entity disregarded as an entity separate from its sole owner, such assignment sole owner) within the meaning of Section 881(c)(3)(C) of the Code, substantially in the form of Exhibit L-1 (a “United States Tax Compliance Certificate”)); (D) to such 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) two accurate and complete original signed copies of IRS ), United States Internal Revenue Service Form W-8BEN, W-8ECI, or W-8IMY (or any successor forms) of the Non-U.S. Lender, accompanied by a Form W-8ECI, W-8BEN or W-8BEN-E, a United States Tax Compliance Certificate substantially in the form of Exhibit L-2 or Exhibit L-3, Form W-9, Form W-8IMY or any other required information from each Beneficial Owner, as applicable (provided that, if the applicable Non-U.S. Lender is a partnership and one or more direct or indirect Beneficial Owners of such Non-U.S. Lender are claiming the portfolio interest exemption, a United States Tax Compliance Certificate substantially in the form of Exhibit L-4 may be provided by such Non-U.S. Lender on behalf of each such Beneficial Owner), or (E) any other form prescribed by applicable U.S. federal income Tax laws (including the IRSUnited States Treasury Regulations) certifying to such Lender’s entitlement to 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 inof, United States U.S. federal withholding tax Tax on interest payments by the Borrower under this Agreement; and (ii) deliver to be 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 in any respect and promptly after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it to the Borrower; unless in any such case such Lender is not legally entitled to duly complete and deliver any such form or certification with respect to it. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such 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 Note. If a other Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender that is a Non-U.S. Participant is claiming a complete exemption from withholding on interest pursuant were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 881(c1471(b) or 1472(b) of the Code, the as applicable), such 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 2.8(d)(i) (any such certificate, a “Section 2.8(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 lawWithholding Agent, deliver to at the Funds Administrator and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, time or W-8IMY (or any successor or other applicable forms times prescribed by law and at such time or times reasonably requested by the IRS), and if applicable, a new Section 2.8(d)(i) Certificate, to confirm or establish the entitlement to such Lender or Administrative Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or any Note. (e) Each Lender that is not a Non-U.S. Participant (other than any such Lender which is taxed as a corporation for U.S. federal income tax purposes) shall provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to Funds Administrator and Administrative Agent certifying to such Lender or Administrative Agent is exempt from United States backup withholding tax. To the extent that a form provided pursuant to this Section 2.8(e) is rendered obsolete or inaccurate in any material respects as result of change in circumstances with respect to the status of a Lender or Administrative Withholding Agent, such Lender or Administrative 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 shallas 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 L▇▇▇▇▇’s obligations under FATCA or to determine the extent permitted by applicable lawamount to deduct and withhold from such payment. Solely for purposes of this Section 5.4(e), deliver “FATCA” shall include any amendments made to Funds Administrator and Administrative Agent revised forms necessary to confirm or establish FATCA after the entitlement to such Lender’s or Administrative Agent’s exemption from United States backup withholding taxClosing Date.

Net Payments. If any Tax is required to be withheld or deducted from, or is otherwise payable by Borrower in connection with, any payment due to Agent or any Lender under the Loan Documents, Borrower (i) shall, if required, withhold or deduct the amount of such Tax from such payment and, in any case, pay such Tax to the appropriate taxing authority in accordance with applicable Law and (ii) shall pay to Agent or such Lender, as applicable, (a) All such additional amounts as may be necessary so that the net amount received by Agent or such Lender with respect to such payment, after withholding or deducting all Taxes required to be withheld or deducted, is equal to the full amount payable under the Loan Documents and (b) an amount equal to all Taxes payable by Agent or such Lender as a result of payments made by Borrowers hereunder Borrower (whether to a taxing authority or under to Agent or such Lender) pursuant to this Section. If any Loan Document shall be made without setoff, counterclaimTax is withheld or deducted from, or other defense. To the extent permitted is otherwise payable by applicable law, all payments hereunder and under any Loan Document (including, without limitationBorrower in connection with, any payment of principaldue to Agent or any Lender under the Loan Documents, interestBorrower shall, or fees) to, or for the benefit, of any Person shall be made by Borrowers free and clear of and without deduction or withholding for, or account of, any tax, duty, levy, impost, deduction, charge, withholding, or assessment now or hereinafter imposed by any Governmental Authority. (b) If any Borrower makes any payment hereunder or under any Loan Document in respect of which it is required by law to deduct or withhold any Taxes, such Borrower shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld (and any taxes withheld or imposed with respect to the additional payments required under this Section 2.8(b)) the amount paid to the Lender or Administrative Agent equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 2.8(b). To the extent any Borrower withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or assessments on payments hereunder or under any Loan Document, such Borrower shall pay the full amount deducted to the relevant Governmental Authority within the time allowed for payment under applicable law and shall deliver to the Administrative Agent within 30 days after it has made payment to such authority a receipt issued by such authority (or other evidence satisfactory to the Administrative Agent) evidencing the payment of all amounts so required to be deducted or withheld from such payment. (c) If any Lender or Administrative Agent is required by law to make any payments of any Taxes on or in relation to any amounts received or receivable hereunder or under any other Loan Document, or any Tax is assessed against a Lender or Administrative Agent with respect to amounts received or receivable hereunder or under any other Loan Document, each Borrower will indemnify such person against (i) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any Taxes imposed as a result of the receipt of the payment under this Section 2.8(c). A certificate prepared in good faith as to the amount of such payment by Lender or Administrative Agent shall, absent manifest error, be final, conclusive, and binding on all parties. (i) To the extent permitted by applicable law, each Lender that is a Non-U.S. Participant shall deliver to the Funds Administrator and Administrative Agent on or prior to the Initial Borrowing Date (or in the case of a Lender that is an Assignee, on the date of such assignment payment, furnish to Agent or such Lender, as applicable, the original or a certified copy of a receipt for such Tax from the applicable taxing authority. If any payment due to Agent or any Lender under the Loan Documents is or is expected to be made without withholding or deducting therefrom, or otherwise paying in connection therewith, any Tax payable to any taxing authority under circumstances that would lead Agent or such Lender to reasonably believe such withholding or deduction is required, Borrower shall, within 30 days after any request from Agent or such Lender, as applicable, furnish to Agent or such Lender a certificate from such taxing authority, or an opinion of counsel acceptable to Agent or such Lender, in either case stating that no Tax payable to such Lender) two accurate and complete original signed copies of IRS Form W-8BENtaxing authority was or is, W-8ECIas the case may be, required to be withheld or W-8IMY (or any successor or other applicable form prescribed by the IRS) certifying to such Lender’s entitlement to a complete exemption deducted from, or a reduced rate inotherwise paid by Borrower in connection with, United States withholding such payment. For purposes of this Section only, the term "Tax" shall not be deemed to include any tax based upon net income, such as but not limited to the tax on interest payments to be made net income imposed 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) the Internal Revenue Code of the Code1986, 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 2.8(d)(i) (any such certificate, a “Section 2.8(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 Funds Administrator and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS)as amended, and if applicable, a new Section 2.8(d)(i) Certificate, to confirm or establish the entitlement to such Lender or Administrative Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or any Notesimilar state income taxes. (e) Each 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 provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to Funds Administrator and Administrative Agent certifying to such Lender or Administrative Agent is exempt from United States backup withholding tax. To the extent that a form provided pursuant to this Section 2.8(e) is rendered obsolete or inaccurate in any material respects as result of change in circumstances with respect to the status of a Lender or Administrative Agent, such Lender or Administrative Agent shall, to the extent permitted by applicable law, deliver to Funds Administrator and Administrative Agent revised forms necessary to confirm or establish the entitlement to such Lender’s or Administrative Agent’s exemption from United States backup withholding tax.

Net Payments. (a) All payments made by Borrowers the Borrower hereunder or under any Loan Document shall be made without setoff, counterclaim, counterclaim or other defense. To All payments made by the Borrower under this Agreement and any Note shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Lender as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Lenders having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any Note). 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 to Administrative Agent or any Lender hereunder or under any Note, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent permitted 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 rates or in the amounts specified in this Agreement. 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 received by the Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, then the Borrower shall indemnify the Administrative Agent and the Lenders for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure. The agreements in this subsection 3.7 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) Each Lender that is not incorporated under the laws of the United States of America or a state thereof shall: (i) deliver to the Borrower and the Administrative Agent (A) two duly completed copies of the United States Internal Revenue Service Form W-8BEN or W-8ECI, or successor applicable lawform, all payments hereunder as the case may be, or (B) an Internal Revenue Service Form W-8BEN or W-9, or successor applicable form, as the case may be; (ii) deliver to the Borrower and under the Administrative Agent two further copies of any Loan Document such form or certification 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 an event (including, without limitation, any payment change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender form duly completing and delivering any such form with respect to it and such Lender so advises the Borrower and the Administrative Agent. Such Lender shall certify (i) in the case of principala Form W-8BEN or W-8ECI, interest, or fees) to, or for the benefit, of any Person shall be made by Borrowers free and clear of and that it is entitled to receive payments under this Agreement without deduction or withholding forof any United States federal income taxes and (ii) in the case of Form W-8BEN or W-9, or account of, any tax, duty, levy, impost, deduction, charge, withholding, or assessment now or hereinafter imposed by any Governmental Authority. (b) If any Borrower makes any payment hereunder or under any Loan Document in respect of which that it is entitled to an exemption from United States backup withholding tax. Each Person that shall become a Lender or a Participant pursuant to subsection 11.8 shall, upon the effectiveness of the related transfer, be required by law to deduct or withhold any Taxesprovide all of the forms and statements required pursuant to this subsection 3.7, provided that, in the case of a Participant, such Borrower Participant shall increase the payment hereunder or under any furnish all such Loan Document such that after the reduction for the amount of Taxes withheld (required forms and any taxes withheld or imposed with respect to the additional payments required under this Section 2.8(b)) the amount paid statements to the Lender or Administrative Agent equals from which the amount that was payable hereunder or under any such Loan Document without regard to this Section 2.8(b). To the extent any Borrower withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or assessments on payments hereunder or under any Loan Document, such Borrower related participation shall pay the full amount deducted to the relevant Governmental Authority within the time allowed for payment under applicable law and shall deliver to the Administrative Agent within 30 days after it has made payment to such authority a receipt issued by such authority (or other evidence satisfactory to the Administrative Agent) evidencing the payment of all amounts so required to be deducted or withheld from such paymenthave been purchased. (c) If any Lender shall receive a credit or Administrative Agent is required by law to make any payments of any Taxes on or in relation to any amounts received or receivable hereunder or under any other Loan Document, or any Tax is assessed against refund from a Lender or Administrative Agent taxing authority with respect to amounts received or receivable hereunder or under any other Loan Documentto, each Borrower will indemnify such person against (i) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any Taxes imposed as a result of the receipt of the payment under this Section 2.8(c). A certificate prepared in good faith as to the actually resulting from, an amount of such payment by Lender or Administrative Agent shall, absent manifest error, be final, conclusive, and binding on all parties. (i) To the extent permitted by applicable law, each Lender that is a Non-U.S. Participant shall deliver Excluded Taxes actually paid to the Funds Administrator and Administrative Agent or on or prior to the Initial Borrowing Date (or in the case of a Lender that is an Assignee, on the date behalf 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 Lender by the IRS) certifying to such Lender’s entitlement to Borrower (a complete exemption from, or a reduced rate in, United States withholding tax on interest payments to be made under this Agreement or any Note. If a Lender that is a Non-U.S. 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 2.8(d)(i) (any such certificate, a “Section 2.8(d)(i) Certificate”"Tax Credit"). 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 Funds Administrator and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 2.8(d)(i) Certificate, to confirm or establish the entitlement to such Lender or Administrative Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or any Note. (e) Each Lender that is not a Non-U.S. Participant (other than any such Lender which is taxed as a corporation for U.S. federal income tax purposes) shall provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to Funds Administrator and Administrative Agent certifying to such Lender or Administrative Agent is exempt from United States backup withholding tax. To the extent that a form provided pursuant to this Section 2.8(e) is rendered obsolete or inaccurate in any material respects as result of change in circumstances with respect to the status of a Lender or Administrative Agent, such Lender or Administrative Agent shall, to the extent permitted by applicable law, deliver to Funds Administrator and Administrative Agent revised forms necessary to confirm or establish the entitlement to such Lender’s or Administrative Agent’s exemption from United States backup withholding tax.promptly notify the

Net Payments. (a) All payments made by Borrowers Borrower hereunder or under any Loan Document shall be made without setoff, counterclaim, or other defense. To the extent permitted by applicable law, all All payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall be made by Borrowers Borrower free and clear of and without deduction or withholding for, or account of, any tax, duty, levy, impost, deduction, charge, withholding, or assessment now or hereinafter imposed by any Governmental Authority. (b) If any the Borrower makes any payment hereunder or under any Loan Document in respect of which it is required by law to deduct or withhold any Taxes, such Borrower shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld (and any taxes withheld or imposed with respect to the additional payments required under this Section 2.8(b4.7(b)) the amount paid to the Lender or Administrative Agent equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 2.8(b4.7(b). To the extent any Borrower withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or assessments on payments hereunder or under any Loan Document, such Borrower shall pay the full amount deducted to the relevant Governmental Authority within the time allowed for payment under applicable law and shall deliver to the Administrative Agent within 30 days after it has made payment to such authority a receipt issued by such authority (or other evidence satisfactory to the Administrative Agent) evidencing the payment of all amounts so required to be deducted or withheld from such payment. (c) If any Lender or Administrative Agent is required by law to make any payments of any Taxes on or in relation to any amounts received or receivable hereunder or under any other Loan Document, or any Tax is assessed against a Lender or Administrative Agent with respect to amounts received or receivable hereunder or under any other Loan Document, each Borrower will indemnify such person against (i) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any Taxes taxes imposed as a result of the receipt of the payment under this Section 2.8(c4.7(c). A certificate prepared in good faith as to the amount of such payment by Lender or Administrative Agent Agent, showing calculations thereof in reasonable detail, shall, absent manifest error, be final, conclusive, and binding on all parties. (i) To the extent permitted by applicable law, each Lender that is a Non-U.S. Participant shall deliver to the Funds Administrator 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 's entitlement to a complete exemption from, or a reduced rate in, United States withholding tax on interest payments to be made under this Agreement or any Note. If a Lender that is a Non-U.S. 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 2.8(d)(i4.7(d)(i) (any such certificate, a “"Section 2.8(d)(i4.7(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 Funds Administrator 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 2.8(d)(i4.7(d)(i) Certificate, to confirm or establish the entitlement to such Lender or Administrative Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or any Note. (eii) Each 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 provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to Funds Administrator Borrower and Administrative Agent certifying to such Lender or Administrative Agent is exempt from United States backup withholding tax. To the extent that a form provided pursuant to this Section 2.8(e4.7(d)(ii) is rendered obsolete or inaccurate in any material respects as result of change in circumstances with respect to the status of a Lender or Administrative AgentLender, such Lender or Administrative Agent shall, to the extent permitted by applicable law, deliver to Funds Administrator Borrower and Administrative Agent revised forms necessary to confirm or establish the entitlement to such Lender’s or Administrative Agent’s 's exemption from United States backup withholding tax.

Net Payments. (a) All payments made by Borrowers the Borrower hereunder ------------ or under any Loan Credit Document shall will be made without setoff, counterclaim, counterclaim or other defense. To the extent permitted by applicable lawExcept as provided in Section 4.04, all payments hereunder and under ------------ any Loan Document of the Credit Documents (including, without limitation, any payment payments on account of principal, interest, or principal and interest and fees) to, or for the benefit, of any Person shall be made by Borrowers the Borrower free and clear of and without deduction or withholding for, for or on account of, of any present or future tax, duty, levy, impost, deduction, charge, withholding, assessment or assessment other charge of whatever nature now or hereinafter hereafter imposed by any Governmental Authority, but excluding therefrom (i) a tax imposed on or measured by the overall net income (including a franchise tax based on net income) of the lending office of the Lender in respect of which the payment is made by the jurisdiction in which the Lender is incorporated or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender with respect to the Loans or portion thereof affected by such change and (iii) any tax imposed on or measured by the overall net income (including a franchise tax based on net income) of a Lender or an office or branch thereof by the United States of America or any political subdivision or taxing authority thereof or therein (such tax or taxes, other than excluded tax or taxes, being herein referred to as "Tax" or "Taxes"). If the Borrower is --- ----- required by law to make any deduction or withholding of any Taxes from any payment due hereunder 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 such Taxes required to be withheld or deducted therefrom, will not be less than the amount due and payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.04 submitted to the Borrower by ------------ such Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties hereto. (b) If any the Borrower makes any payment hereunder or under any Loan Document of the Credit Documents in respect of which it is required by law to deduct make any deduction or withhold withholding of any Taxes, such Borrower shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld (and any taxes withheld or imposed with respect to the additional payments required under this Section 2.8(b)) the amount paid to the Lender or Administrative Agent equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 2.8(b). To the extent any Borrower withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or assessments on payments hereunder or under any Loan Document, such Borrower it shall pay the full amount to be deducted or withheld to the relevant Governmental Authority taxation or other authority within the time allowed for such payment under applicable law and shall deliver to the Administrative Agent Lenders within 30 days after it has made such payment to such the applicable authority a receipt issued by such authority (or other evidence satisfactory to the Administrative Agent) evidencing the payment to such authority of all amounts so required to be deducted or withheld from such payment. (c) If Without prejudice to the other provisions of Section 4.04, if any Lender ------------ Lender, or the Administrative Agent on its behalf, is required by law to make any payments payment on account of any Taxes on or in relation to any amounts amount received or receivable hereunder or under any other Loan Documentof 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 a any Lender or the Administrative Agent with respect to amounts received or receivable hereunder or under any other Loan Documenton its behalf, each the Borrower will promptly, following receipt of the certificate described in the immediately following sentence, indemnify such person against (i) such Tax payment or liability, together with any interest, penalties and expenses (and any including reasonable counsel fees and expenses associated with such Taxexpenses) and (ii) payable or incurred in connection therewith, including any Taxes imposed as a result tax of the receipt any Lender arising by virtue of the payment payments under this Section 2.8(c4.04(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 Lender such Lender, or the Administrative Agent shallon its behalf, absent manifest error, shall be final, conclusive, conclusive and binding on upon all partiesparties hereto for all purposes. (id) To the extent permitted by applicable law, each Each Lender that is not a Non-U.S. Participant shall United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the Funds Administrator Borrower and the Administrative Agent on or prior to the Initial Borrowing Date (Restatement Effective Date, or in the case of a Lender that is an AssigneeAssignee of an interest under this Agreement pursuant to Section 1.13 or 12.04 (unless the respective Lender was already a ------------ ----- Lender hereunder immediately prior to such assignment), on the date of such assignment to such Lender, (i) two accurate and complete original signed copies of IRS Form W-8BEN▇-▇▇▇▇, W-8ECI, ▇-▇▇▇▇ or W-8IMY (or any successor or other applicable form forms prescribed by the IRS) certifying to such Lender’s 's entitlement to a complete exemption from, from or a reduced rate in, of United States withholding tax on interest payments to be made under this Agreement or and under any Note. If , or (ii) if the Lender is not a Lender that is a Non-U.S. Participant is claiming a complete exemption from withholding on interest pursuant to "bank" within the meaning of Section 881(c881(c)(3)(A) of the CodeCode and cannot deliver the applicable form pursuant to clause (i) above, the Lender shall deliver (along with two accurate and complete original signed copies of IRS Form W-8BENx) a certificate substantially in the form of Exhibit 2.8(d)(i) D (any such certificate, a “--------- "Section 2.8(d)(i4.04(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 a an IRS Form W- -------- ------- 8BEN, W-8ECI, W-8IMY, or Section 4.04(d)(ii) Certificate under this Section ------- 4.04(d) to the extent that the delivery of such form is not authorized by law; ------- provided further, however, that in the event that a Lender provides the Borrower -------- ------- ------- or the Administrative Agent with an IRS Form W-8IMY (or substitute form) indicating that it is a "flow through" entity, as defined in Treasury Regulations promulgated under Section 1441 of the Code, or otherwise, not a beneficial owner of interest payments under this Agreement and under any Note, such Lender agrees, on or prior to the Restatement Effective Date, or the date of assignment to such Lender, as applicable, to take any actions necessary, and to deliver to the Borrower and the Administrative Agent all forms necessary, to establish such Lender's entitlement to a complete exemption from, or a reduction in, United States withholding tax on payments of interest to be made under this Agreement and under any Note, including causing its partners, members, beneficiaries, beneficial owners, and their beneficial owners, if any, to take any actions and deliver any forms necessary to establish such exemption. Notwithstanding the foregoing, (i) a fiscally transparent entity may provide an IRS Form W-8BEN to claim a treaty exemption or rate reduction to the extent that such entity is receiving interest and is not treated as fiscally transparent by its own jurisdiction, provided the satisfaction of such conditions entitles the Lender to an exemption or reduction from withholding at the time such Lender becomes a party to this Agreement and (ii) a withholding foreign partnership, withholding foreign trust, and qualified intermediary shall only provide such information as is required by Treasury Regulations promulgated under Code Section 1441. For purposes of this Agreement, the term "Forms" shall include any attachments for to IRS Forms W-8 IMY required to be filed by the Lender. In addition, each Lender that is a Non-U.S. Participant agrees that from time to time after the Initial Borrowing Restatement Effective 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 previous certification obsolete or inaccurate in any material respect, such Lender shall, to the extent permitted under applicable law, will deliver to the Funds Administrator Borrower and the Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 2.8(d)(i4.04(d)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement to of such Lender (or Administrative Agent to an exemption fromits partners, members, beneficiaries, or beneficial owners) to a continued exemption from or reduction in, in United States withholding tax Tax on interest payments to be made under this Agreement or and any Note, or it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such form or certificate; provided, -------- however, that no Lender shall be required to deliver an IRS Form ▇▇-▇▇▇, ▇-▇▇▇▇, ------- or W-8IMY under this Section 4.04(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 4.04(d) shall be --------------- entitled to additional payment pursuant to Section 4.04(a) or indemnification --------------- under Section 4.04(c) only if and to the extent (i) such failure results from a --------------- change in law or (ii) the Tax to which such additional payment or indemnification relates would have 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 provided to the Borrower 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. (e) Each Lender that is not incorporated or organized under the laws of the United States of America or a Non-U.S. Participant (other than any such Lender which is taxed as a corporation for U.S. federal income tax purposes) state thereof shall provide two properly completed and duly executed copies of IRS Form W-9 (W-9, or any successor or other applicable form) . Each Lender shall deliver to Funds Administrator the Borrower and the Administrative Agent certifying (provided that such Lender remains lawfully able to do so), two further duly executed forms and statements, properly completed in all material respects, at or before the time any such form or statement expires or becomes obsolete, or otherwise as reasonably requested by the Borrower. Each Lender shall promptly notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form or certification adopted by U.S. taxing authorities for such purpose). (f) Each Lender agrees that, as promptly as practicable after it becomes aware of the occurrence of any event or the existence of any condition that would cause the Borrower to make a payment in respect of any Taxes to such Lender pursuant to Section ------- 4.04(a) or Administrative Agent 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 exempt from United States backup withholding taxor would be made through another lending office of such Lender or take any other action reasonably requested by the Borrower 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 4.04(a) or Section 4.04(c) would be --------------- --------------- materially reduced, and if, as determined by such Lender, in its reasonable discretion, the making, funding or maintaining of such Loans or participation in Letters of Credit (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. To the extent that a form provided The 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 2.8(e) is rendered obsolete or inaccurate in any material respects as result of change in circumstances with respect to the status of a Lender or Administrative Agent, such Lender or Administrative Agent shall, to the extent permitted by applicable law, deliver to Funds Administrator and Administrative Agent revised forms necessary to confirm or establish the entitlement to such Lender’s or Administrative Agent’s exemption from United States backup withholding tax.4.04(f). ---------------

Net Payments. (a) All Except as required by law, all payments made by Borrowers hereunder or on account of any obligation of a Credit Party under this Agreement or any Loan other Credit Document shall be made without setoff, counterclaim, or other defense. To the extent permitted by applicable law, all payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall be made by Borrowers free and clear of of, and without deduction or withholding for, for or on account of, any taxcurrent or future income, dutystamp or other taxes, levylevies, impostimposts, deductionduties, chargecharges, withholdingfees, deductions or assessment withholdings, now or hereinafter imposed hereafter imposed, levied, collected, withheld or assessed by any Governmental AuthorityAuthority (including any interest, additions to tax and penalties applicable thereto) (collectively, “Taxes”). If any Taxes that are not Excluded Taxes (“Non-Excluded Taxes”) are required to be withheld by a Withholding Agent from any amounts payable under this Agreement or any other Credit Document to an Agent or Lender, the applicable Credit Party shall increase the amounts payable to such Agent or Lender to the extent necessary to yield to such Agent or Lender (after withholding 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 or thereunder at the rates or in the amounts specified hereunder or thereunder. Whenever any withholding Taxes are payable by any Credit Party in respect of amounts payable under any Credit Document to the Administrative Agent or any Lender, promptly 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, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. The agreements in this Section 5.4 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) If In addition, each Credit Party shall pay any Borrower makes present or future stamp, documentary, filing, mortgage, recording or similar property or intangible taxes, charges or levies that arise from any payment hereunder or under any Loan Document in respect of which it is required by law to deduct or withhold any Taxes, such Borrower shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld (and any taxes withheld or imposed with respect to the additional payments required under this Section 2.8(b)) the amount paid to the Lender or Administrative Agent equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 2.8(b). To the extent any Borrower withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or assessments on payments hereunder or under any Loan Document, such Borrower shall pay the full amount deducted to the relevant Governmental Authority within the time allowed for payment under applicable law and shall deliver to the Administrative Agent within 30 days after it has made payment to such authority a receipt issued by such authority (or other evidence satisfactory to the Administrative Agent) evidencing the payment of all amounts so required to be deducted or withheld from such payment. (c) If any Lender or Administrative Agent is required by law to make any payments of any Taxes on or in relation to any amounts received or receivable Credit Party hereunder or under any other Loan DocumentCredit 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 Tax is assessed against a Lender or Administrative Agent Taxes imposed with respect to amounts received or receivable hereunder or under any an assignment (other Loan Document, each Borrower will indemnify such person against (ithan an assignment requested by a Credit Party pursuant to Section 13.7(a)) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any Taxes imposed as a result of a present or former connection between the receipt assignor or assignee and the jurisdiction imposing such Tax (other than a connection arising solely from the assignor or assignee having executed, delivered, become a party to, performed its obligations under, received or perfected a security interest under, engaged in any transaction pursuant to, or enforced this Agreement) (hereinafter referred to as “Other Taxes”). (i) The Credit Parties shall jointly and severally indemnify each Lender and each Agent for and hold them harmless against the full amount of Non-Excluded Taxes and Other Taxes payable or paid by such Lender or Agent (as the case may be) or required to be withheld or deducted from a payment to such Lender or Agent (as the case may be) imposed or asserted (whether or not correctly or legally asserted) by any jurisdiction on any additional amounts or indemnities payable under this Section 2.8(c5.4 and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto; provided that if any claim pursuant to this Section 5.4(c)(i) is made later than 180 days after the date on which the relevant Lender or Agent had actual knowledge of the relevant Non-Excluded Taxes or Other Taxes, then the Credit Parties shall not be required to indemnify the applicable Lender or Agent for any penalties that accrue in respect of such Non-Excluded Taxes or Other Taxes after the 180th day. This indemnification shall be made within 30 days from the date such Lender or such Agent (as the case may be) makes written demand therefor. (ii) Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Non-Excluded Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of Credit Parties to do so), (y) the Administrative Agent and the Credit Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.6(d)(ii) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender that are payable or paid by the Administrative Agent or the 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 prepared in good faith as to the amount of such payment or liability delivered to any Lender by Lender or the Administrative Agent shall, shall be conclusive absent manifest error, be final, conclusive, . Each Lender hereby authorizes the Administrative Agent to set off and binding on apply any and all partiesamounts 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). (id) To 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 payments to be made pursuant to this Agreement or any other Credit Document to be made without, or at a reduced rate of, withholding or (B) as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation obsolete, expired or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. Notwithstanding anything herein to the contrary, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 5.4(d)(i) (other than clause (E) thereof), 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 applicable 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. Participant shall Lender”) shall: (i) deliver to the Funds Administrator Borrower and the Administrative Agent on or prior before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the Initial Borrowing Date request of the Borrower or the Administrative Agent) two properly executed copies of whichever of the following is applicable: (or A) in the case of a Non-U.S. Lender claiming the benefits of an income tax treaty to which the United States is a party, (x) with respect to payments of interest under any Credit Document, United States Internal Revenue Service Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Credit Document, United States Internal Revenue Service Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such treaty; (B) United States Internal Revenue Service Form W-8ECI; (C) in the case of Non-U.S. Lender claiming exemption from U.S. federal withholding Tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” United States Internal Revenue Service Form W-8BEN or W-8BEN-E (together with a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a 10 percent shareholder of the Borrower (or, if the Borrower is an Assigneeentity disregarded as an entity separate from its sole owner, on such sole owner) within the date meaning of Section 871(h)(3)(B) of the Code and is not a controlled foreign corporation related to the Borrower (or, if the Borrower is an entity disregarded as an entity separate from its sole owner, such assignment sole owner) within the meaning of Section 881(c)(3)(C) of the Code, substantially in the form of Exhibit L-1 (a “United States Tax Compliance Certificate”)); (D) to such 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) two accurate and complete original signed copies of IRS ), United States Internal Revenue Service Form W-8BEN, W-8ECI, or W-8IMY (or any successor forms) of the Non-U.S. Lender, accompanied by a Form W-8ECI, W-8BEN or W-8BEN-E, a United States Tax Compliance Certificate substantially in the form of Exhibit L-2 or Exhibit ▇-▇, ▇▇▇▇ ▇-▇, Form W-8IMY or any other required information from each Beneficial Owner, as applicable (provided that, if the applicable Non-U.S. Lender is a partnership and one or more direct or indirect Beneficial Owners of such Non-U.S. Lender are claiming the portfolio interest exemption, a United States Tax Compliance Certificate substantially in the form of Exhibit L-4 may be provided by such Non-U.S. Lender on behalf of each such Beneficial Owner), or (E) any other form prescribed by applicable U.S. federal income Tax laws (including the IRSUnited States Treasury Regulations) certifying to such Lender’s entitlement to 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 inof, United States U.S. federal withholding tax Tax on interest payments by the Borrower under this Agreement; and (ii) deliver to be 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 in any respect and promptly after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it to the Borrower; unless in any such case such Lender is not legally entitled to duly complete and deliver any such form or certification with respect to it. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such 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 Note. If a other Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender that is a Non-U.S. Participant is claiming a complete exemption from withholding on interest pursuant were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 881(c1471(b) or 1472(b) of the Code, the as applicable), such 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 2.8(d)(i) (any such certificate, a “Section 2.8(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 lawWithholding Agent, deliver to at the Funds Administrator and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, time or W-8IMY (or any successor or other applicable forms times prescribed by law and at such time or times reasonably requested by the IRS), and if applicable, a new Section 2.8(d)(i) Certificate, to confirm or establish the entitlement to such Lender or Administrative Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or any Note. (e) Each Lender that is not a Non-U.S. Participant (other than any such Lender which is taxed as a corporation for U.S. federal income tax purposes) shall provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to Funds Administrator and Administrative Agent certifying to such Lender or Administrative Agent is exempt from United States backup withholding tax. To the extent that a form provided pursuant to this Section 2.8(e) is rendered obsolete or inaccurate in any material respects as result of change in circumstances with respect to the status of a Lender or Administrative Withholding Agent, such Lender or Administrative 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 shallas may be necessary for the Withholding Agent to comply with its obligations under FATCA, to the extent permitted by applicable law, deliver to Funds Administrator and Administrative Agent revised forms necessary to confirm determine that such Lender has or establish the entitlement to has not complied with such Lender’s obligations under FATCA or Administrative Agent’s exemption to determine the amount to deduct and withhold from United States backup withholding taxsuch payment. Solely for purposes of this Section 5.4(e), “FATCA” shall include any amendments made to FATCA after the Closing Date.

Net Payments. (a) All payments made by Borrowers hereunder any Borrower under this Agreement or under any Loan Document Note shall be made without setoff, counterclaim, set-off or other defense. To the extent permitted by applicable law, counterclaim and in such amounts as may be necessary in order that all such payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall be made by Borrowers free and clear of and without after deduction or withholding for, for or on account of, of any tax, duty, levy, impost, deduction, charge, withholding, present or assessment now or hereinafter imposed by any Governmental Authority. (b) If any Borrower makes any payment hereunder or under any Loan Document in respect of which it is required by law to deduct or withhold any Taxes, such Borrower shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld (and any taxes withheld or imposed with respect to the additional payments required under this Section 2.8(b)) the amount paid to the Lender or Administrative Agent equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 2.8(b). To the extent any Borrower withholds any future taxes, duties, levies, imposts, deductionsduties or other charges of whatsoever nature imposed by any government or any political subdivision or taxing authority thereof, charges, withholdings, other than any tax on or assessments on payments hereunder or under any Loan Document, such Borrower shall pay measured by the full amount deducted overall net income of a Bank pursuant to the relevant Governmental Authority within income tax laws of the time allowed for payment under applicable law and United States of America or the jurisdictions where such Bank's principal or lending offices are located (collectively the "Taxes")) shall deliver to not be less than the Administrative Agent within 30 days after it has made payment to such authority a receipt issued by such authority (or other evidence satisfactory to the Administrative Agent) evidencing the payment of all amounts so required otherwise specified to be deducted paid under this Agreement or withheld from such payment. (c) If any Lender or Administrative Agent is required by law to make any payments of any Taxes on or in relation Note, as applicable. A certificate as to any additional amounts received or receivable hereunder or under any other Loan Document, or any Tax is assessed against payable to a Lender or Administrative Agent with respect to amounts received or receivable hereunder or under any other Loan Document, each Borrower will indemnify such person against (i) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any Taxes imposed as a result of the receipt of the payment Bank under this Section 2.8(c). A certificate prepared 3.9 submitted to the appropriate Borrower by such Bank shall show in reasonable detail the amount payable and the calculations used to determine in good faith as to the such amount of such payment by Lender or Administrative Agent and shall, absent manifest error, be final, conclusive, conclusive and binding upon all parties hereto. With respect to each deduction or withholding for or on all partiesaccount of any Taxes, the appropriate Borrower shall promptly furnish to each Bank such certificates, receipts and other documents as may be reasonably required (in the judgment of such Bank) to establish any tax credit to which such Bank may be entitled. (ib) To the extent permitted All payments to be made by applicable law, each Lender that is a Non-U.S. Participant any Borrower on account of principal and interest of any Loan shall deliver be made to the Funds Administrator Managing Agent at its Payment Office in New York, New York for the ratable account of the Banks not later than 11:00 A.M. (New York time) on the date when due in each case in lawful money of the United States of America and Administrative Agent in immediately available funds. If any payment hereunder or under any Note becomes due and payable on or prior a day other than a Business Day, such payment shall be extended to the Initial Borrowing Date next succeeding Business Day (or except in the case of a Lender that is payment made with respect to an Assignee, Interest Period which expires on the date next preceding Business Day pursuant to Section 2.8(a) , in which case such payment shall be made on such next preceding Business Day), and, with respect to payments of principal and interest thereon, interest thereon shall be payable at the then applicable rate during 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 extension. Each determination by the IRS) certifying to such Lender’s entitlement to a complete exemption from, Managing Agent of an interest rate or a reduced rate in, United States withholding tax on interest payments to be made fee 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 absent manifest error, shall deliver (along with two accurate be final, conclusive and complete original signed copies of IRS Form W-8BEN) a certificate substantially in the form of Exhibit 2.8(d)(i) (any such certificate, a “Section 2.8(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 Funds Administrator and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 2.8(d)(i) Certificate, to confirm or establish the entitlement to such Lender or Administrative Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or any Notebinding for all purposes. (e) Each 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 provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to Funds Administrator and Administrative Agent certifying to such Lender or Administrative Agent is exempt from United States backup withholding tax. To the extent that a form provided pursuant to this Section 2.8(e) is rendered obsolete or inaccurate in any material respects as result of change in circumstances with respect to the status of a Lender or Administrative Agent, such Lender or Administrative Agent shall, to the extent permitted by applicable law, deliver to Funds Administrator and Administrative Agent revised forms necessary to confirm or establish the entitlement to such Lender’s or Administrative Agent’s exemption from United States backup withholding tax.

Net Payments. (a) All Except as otherwise required by law, all payments made by Borrowers hereunder the Borrower to any Lender or the Administrative Agent under this Agreement and/or any Loan Document shall be made without setoff, counterclaim, or other defense. To the extent permitted by applicable law, all payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall be made by Borrowers free and clear of of, and without deduction reduction for or withholding for, or on account of, any taxpresent or future income, duty, levy, impost, deduction, charge, withholding, stamp or assessment now or hereinafter imposed by any Governmental Authority. (b) If any Borrower makes any payment hereunder or under any Loan Document in respect of which it is required by law to deduct or withhold any Taxes, such Borrower shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld (and any taxes withheld or imposed with respect to the additional payments required under this Section 2.8(b)) the amount paid to the Lender or Administrative Agent equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 2.8(b). To the extent any Borrower withholds any other taxes, duties, levies, imposts, deductionsduties, charges, fees, deductions or withholdings, now or assessments on payments hereunder hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income and franchise taxes imposed by any jurisdiction in which such Lender's principal or lending office is located or in which such Lender is engaged in a trade or business or any political subdivision or taxing authority thereof or therein (such non-excluded taxes being called "Taxes"). If any Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Lender under this Agreement and/or any Loan Document, such the Borrower shall pay the full amount deducted timely remit such taxes to the relevant Governmental Authority within imposing the time allowed for payment under applicable law same and the amounts so payable to such Lender shall deliver be increased to the Administrative Agent within 30 days after it has made payment extent necessary to yield to such authority a receipt issued Lender (after payment of all Taxes) interest or any such other amounts payable at the rates or in the amounts specified in this Agreement and/or any Loan Document. Whenever any Tax is payable by such authority (or other evidence satisfactory the Borrower, as promptly as possible thereafter, the Borrower shall send to the Administrative Agent) evidencing , for its own account or the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment of all amounts so required thereof. Without prejudice to be deducted or withheld from such payment. (c) If the foregoing, if any Lender or the Administrative Agent is required by law to make any payments payment on account of any Taxes on Taxes, the Borrower will, upon notification by the Lender or the Administrative Agent, promptly indemnify such Person against such Taxes. For purposes of this Section 2.12, the term "Taxes" includes interest, penalties and expenses payable or incurred in relation connection therewith. A certificate as to any additional amounts received or receivable hereunder or under any other Loan Document(showing in reasonable detail the calculation thereof, or any Tax is assessed against or, alternatively, including a copy of the notice from the taxing jurisdiction notifying the Lender of its liability for Taxes) payable to a Lender or Administrative Agent with respect to amounts received or receivable hereunder or under any other Loan Document, each Borrower will indemnify such person against (i) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any Taxes imposed as a result of the receipt of the payment under this Section 2.8(c). A certificate prepared in good faith as 2.12 submitted to the amount of Borrower by such payment by Lender or Administrative Agent shall, absent manifest error, be final, conclusive, conclusive and binding on for all partiespurposes upon all parties hereto. The Lender shall submit such certification or otherwise provide written notice to the Borrower within a reasonable period of time after becoming aware of any Taxes for which it is entitled to payments of additional amounts under this Section 2.12. (ib) To Prior to the extent permitted date of initial funding by applicable law, each Lender that is not incorporated under the laws of the United States of America or a Non-U.S. Participant shall state thereof, such Lender will deliver to the Funds Administrator Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224 or successor applicable form, as the case may be, certifying in each case that such Lender is entitled to receive payments under this Agreement and/or any Loan Document payable to it, without deduction or withholding of any United States federal income taxes. Each Lender that delivers to the Borrower and the Administrative Agent a Form 1001 or 4224 pursuant to the preceding sentence, and each assignee, undertakes to deliver to the Borrower and the Administrative Agent two copies of the said Form 1001 or 4224, or successor applicable forms, or other manner of certification, as the case may be, on or prior before the date that any such form previously delivered expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Initial Borrowing Date (Borrower and the Administrative Agent, and such extensions or renewals thereof as may reasonably be requested by the Borrower, certifying in the case of a Form 1001 or 4224 that such Lender that is an Assignee, on the date of such assignment entitled to such Lender) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable form prescribed by the IRS) certifying to such Lender’s entitlement to a complete exemption from, or a reduced rate in, United States withholding tax on interest receive payments to be made under this Agreement and/or any other Loan Document without deduction or withholding of 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 CodeUnited States federal income taxes, the Lender shall deliver (along with two accurate and complete original signed copies of IRS Form W-8BEN) a certificate substantially unless in the form of Exhibit 2.8(d)(i) (any such certificatecases an event (including without limitation any change in treaty, a “Section 2.8(d)(ilaw or regulation) Certificate”). In addition, each Lender that is a Non-U.S. Participant agrees that from time has occurred subsequent to time after the Initial Borrowing Date, (or in the case of a Lender that is an Assignee, after Closing Date and prior to the date of the assignment to on which any such Lender), when a lapse in time (delivery would otherwise be required which renders all such forms inapplicable or change in circumstances occurs) renders the prior certificates hereunder obsolete or inaccurate in any material respect, which would prevent such Lender shall, from duly completing and delivering any such form with respect to the extent permitted under applicable law, deliver to the Funds Administrator and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 2.8(d)(i) Certificate, to confirm or establish the entitlement to such Lender or Administrative Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or any Note. (e) it. Each Lender that is not a Non-U.S. Participant (other than any such Lender which is taxed as a corporation for U.S. not able to provide the applicable form shall advise the Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax purposes) shall provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to Funds Administrator and Administrative Agent certifying to such Lender or Administrative Agent is exempt from United States backup withholding tax. To the extent that a Notwithstanding any other provision of this Section 2.12, no Lender shall be required to deliver any form provided pursuant to this Section 2.8(e) is rendered obsolete or inaccurate in any material respects as result of change in circumstances with respect to the status of a Lender or Administrative Agent, 2.12 that such Lender or Administrative Agent shall, is not legally able to deliver. (c) The Borrower shall not be required to pay any increased amount on account of Taxes pursuant to this Section 2.12 to any Lender to the extent permitted that such Taxes would not have been payable if such Lender had furnished a form required by applicable lawSection 2.12(b), deliver unless such failure results from any event subsequent to Funds Administrator and Administrative Agent revised forms necessary to confirm the date hereof (including without limitation any change in treaty, law or establish regulation) specified in the entitlement to such Lender’s or Administrative Agent’s exemption from United States backup withholding taxsecond sentence of Section 2.12(b).

Net Payments. (a) All Except as otherwise required by law, all payments made by Borrowers hereunder the Borrower to any Lender or the Administrative Agent under this Agreement and/or any Loan Document shall be made without setoff, counterclaim, or other defense. To the extent permitted by applicable law, all payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall be made by Borrowers free and clear of of, and without deduction reduction for or withholding for, or on account of, any taxpresent or future income, dutystamp or other taxes, levylevies, impostimposts, deductionduties, chargecharges, withholdingfees, deductions or assessment withholdings, now or hereinafter imposed hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income, bank shares and franchise taxes imposed by any jurisdiction in which such Lender's principal or lending office is located or in which such Lender is engaged in a trade or business or any political subdivision or taxing authority thereof or therein (such non-excluded taxes being called "Taxes"). If any Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Lender under this Agreement and/or any Loan Document, the Borrower shall timely remit such Taxes to the Governmental Authority imposing the same and the amounts so payable to such Lender shall be increased to the extent necessary to yield to such Lender (after payment of all Taxes) interest or any such other amounts payable at the rates or in the amounts specified in this Agreement and/or any Loan Document. Whenever any Tax is payable by the Borrower, as promptly as possible thereafter, the Borrower shall send to the Administrative Agent, for its own account or the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. Without prejudice to the foregoing, if any Lender or the Administrative Agent is required to make any payment on account of Taxes, the Borrower will, upon notification by the Lender or the Administrative Agent, promptly indemnify such Person against such Taxes. Notwithstanding the foregoing provisions of this Section 2.12(a), the Borrower will have no obligation to indemnify any Lender or the Administrative Agent, in respect of any Taxes that would not have been payable had (i) such Lender, assignee of such Lender or participant of a Lender (or each interestholder in such Lender, assignee or participant, where such Lender, assignee or participant is a pass-through entity for purposes of the U.S. withholding tax rules) provided to each of the Borrower and the Administrative Agent, the applicable Withholding Certificate. For purposes of this Section 2.12, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewith. The Lender shall submit a certification or otherwise provide written notice to the Borrower within a reasonable period of time after becoming aware of any Taxes for which it is entitled to payments of additional amounts under this Section 2.12(a). All demands for payment hereunder shall be given no more than 90 days after the occurrence of the event giving rise to such demand; provided however, that failure to deliver notice on a timely basis shall not constitute a waiver of any Lender's right to receive payment for any costs relating to the 90-day period preceding the date of demand and any costs incurred after the giving of such notice. (b) If any Borrower makes any payment hereunder or under any Loan Document in respect of which it is required by law to deduct or withhold any Taxes, such Borrower shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld (and any taxes withheld or imposed with respect to the additional payments required under this Section 2.8(b)) the amount paid to the Each Lender or Administrative Agent equals the amount that was payable hereunder assignee or under any such Loan Document without regard to this Section 2.8(b). To the extent any Borrower withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or assessments on payments hereunder or under any Loan Document, such Borrower shall pay the full amount deducted to the relevant Governmental Authority within the time allowed for payment under applicable law and shall deliver to the Administrative Agent within 30 days after it has made payment to such authority a receipt issued by such authority (or other evidence satisfactory to the Administrative Agent) evidencing the payment of all amounts so required to be deducted or withheld from such payment. (c) If any Lender or Administrative Agent is required by law to make any payments of any Taxes on or in relation to any amounts received or receivable hereunder or under any other Loan Document, or any Tax is assessed against a Lender or Administrative Agent with respect to amounts received or receivable hereunder or under any other Loan Document, each Borrower will indemnify such person against (i) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any Taxes imposed as a result of the receipt of the payment under this Section 2.8(c). A certificate prepared in good faith as to the amount of such payment by Lender or Administrative Agent shall, absent manifest error, be final, conclusive, and binding on all parties. (i) To the extent permitted by applicable law, each Lender that is a Non-U.S. Participant shall deliver to the Funds Administrator and Administrative Agent on or prior to the Initial Borrowing Date (or in the case participant of a Lender that is an Assigneenot incorporated under the laws of the United States of America or a state thereof (and, upon the written request of the Administrative Agent, each other Lender or assignee or participant of a Lender) agrees that it will deliver to each of the Borrower and the Administrative Agent two (2) duly completed appropriate valid Withholding Certificates (as defined under Section 1.1441-1(c)(16) of the Income Tax Regulations (the "Regulations") certifying its status (i.e., U.S. or foreign person) and, if appropriate, making a claim of reduced, or exemption from, U.S. withholding tax on the basis of an income tax treaty or an exemption provided by the Internal Revenue Code of 1986 (as amended, the "Code"). The term "Withholding Certificate" means a Form W-9; a form W-8BEN; a form W-8ECI; a form W-8IMY and the related statements and certifications as required under Section 1.1441-1(e)(3) of the Regulations; a statement described in Section 1.871-14(c)(2) of the Regulations; or any other certificates under the Code or Regulations that certify or establish the status of a payee or beneficial owner as a U.S. or foreign person. Each Lender, assignee or participant required to deliver to the Borrower and the Administrative Agent a valid Withholding Certificate pursuant to the preceding sentence shall deliver such valid Withholding Certificate as follows: (A) each Lender which is a party hereto on the Closing Date shall deliver such valid Withholding Certificate at least five (5) Business Days prior to the first date on which any interest or fees are payable by the Borrower hereunder for the account of such Lender; (B) each assignee or participant shall deliver such valid Withholding Certificate at least five (5) Business Days before the effective date of such assignment or participation (unless the Administrative Agent in its sole discretion shall permit such assignee or participant to deliver such Withholding Certificate less than five (5) Business Days before such date in which case it shall be due on the date specified by the Administrative Agent). Each Lender, assignee or participant which so delivers a valid Withholding Certificate further undertakes to deliver to each of the Borrower and the Administrative Agent two (2) two accurate and complete original signed additional copies of IRS Form W-8BENsuch Withholding Certificate so delivered by it, W-8ECIand such amendments thereto or extensions or renewals thereof as may reasonably requested by the Borrower or Administrative Agent. Notwithstanding the submission of a Withholding Certificate claiming a reduced rate of, or 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 inU.S. withholding tax, the Administrative Agent shall be entitled to withhold United States federal income taxes at the full 30% withholding tax on interest payments rate if in its reasonable judgment it is required to be made do so under this Agreement or any Note. If the due diligence imposed upon a Lender that is a Nonwithholding agent under Section 1.1441-U.S. Participant is claiming a complete exemption from withholding on interest pursuant to Section 881(c7(b) of the CodeRegulations. Further, the Administrative Agent is indemnified under Section 1.1441-6(b) of the Regulations against any claims and demands of any 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 2.8(d)(i) (any such certificate, a “Section 2.8(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 assignee or participant of a Lender that is an Assignee, after for the date amount of any tax it deducts or withholds in accordance with regulations under Section 1441 of the assignment to such Lender), when a lapse in time (or change in circumstances occurs) renders the prior certificates hereunder obsolete or inaccurate in any material respect, such Lender shall, to the extent permitted under applicable law, deliver to the Funds Administrator and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 2.8(d)(i) Certificate, to confirm or establish the entitlement to such Lender or Administrative Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or any NoteCode. (e) Each 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 provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to Funds Administrator and Administrative Agent certifying to such Lender or Administrative Agent is exempt from United States backup withholding tax. To the extent that a form provided pursuant to this Section 2.8(e) is rendered obsolete or inaccurate in any material respects as result of change in circumstances with respect to the status of a Lender or Administrative Agent, such Lender or Administrative Agent shall, to the extent permitted by applicable law, deliver to Funds Administrator and Administrative Agent revised forms necessary to confirm or establish the entitlement to such Lender’s or Administrative Agent’s exemption from United States backup withholding tax.

Net Payments. (a) All payments made by Borrowers the Borrower hereunder or under any Loan Document shall be made without setoff, setoff or counterclaim, or other defense. To the extent permitted by applicable law, all All such payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall be made by Borrowers free and clear of and without deduction or withholding for, any present or account of, any tax, duty, levy, impost, deduction, charge, withholding, or assessment now or hereinafter imposed by any Governmental Authority. (b) If any Borrower makes any payment hereunder or under any Loan Document in respect of which it is required by law to deduct or withhold any Taxes, such Borrower shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld (and any taxes withheld or imposed with respect to the additional payments required under this Section 2.8(b)) the amount paid to the Lender or Administrative Agent equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 2.8(b). To the extent any Borrower withholds any future taxes, duties, levies, imposts, deductionsduties, chargesfees, withholdingsassessments or other charges of whatever nature, now or hereafter imposed by any jurisdiction or by any department, agency, state or other political subdivision or taxing authority thereof or therein (but excluding any tax imposed on or measured by the net income of a Lender pursuant to the laws of the jurisdiction in which the principal office or Payment Office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or Payment Office of such Lender is located) and all interest, penalties, or assessments on payments hereunder similar liabilities with respect thereto (collectively, Taxes). If any Taxes are so levied or under any Loan Documentimposed, such the Borrower shall agrees to pay the full amount deducted of such Taxes, and such additional amounts as may be necessary so that every net payment of amounts due hereunder, after withholding or deduction for or on account of any Taxes, will not be less than the amounts provided for herein. The Borrower shall furnish to the relevant Governmental Authority Agent, within the time allowed for payment under applicable law and shall deliver to the Administrative Agent within 30 thirty (30) days after it has made payment to such authority a receipt issued by such authority (or other evidence satisfactory to the Administrative Agent) evidencing date the payment of all amounts so required any Taxes is due pursuant to be deducted or withheld from applicable law, certified copies of tax receipts evidencing such payment. (c) If any payment by the Borrower. The Borrower shall indemnify and hold harmless each Lender or Administrative Agent is required by law to make any payments and reimburse each Lender upon the written request of such Lender setting forth the basis for requesting such amount, for the amount of any Taxes on so levied or in relation imposed and paid by such Lender. In addition, the Borrower agrees to pay any amounts received present or receivable future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made by the Borrower or the Agent hereunder or under any other Loan Documentfrom the execution, delivery or registration of, or any Tax is assessed against a Lender or Administrative Agent otherwise with respect to amounts received or receivable hereunder or under any other Loan Documentto, each Borrower will indemnify such person against (i) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any Taxes imposed as a result of the receipt of the payment under this Section 2.8(c). A certificate prepared in good faith as to the amount of such payment by Lender or Administrative Agent shall, absent manifest error, be final, conclusive, and binding on all parties. (i) To the extent permitted by applicable law, each Lender that is a Non-U.S. Participant shall deliver to the Funds Administrator and Administrative Agent on or prior to the Initial Borrowing Date (or in the case of a Lender that is an Assignee, on the date of such assignment to such Lender) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable form prescribed by the IRS) certifying to such Lender’s entitlement to a complete exemption from, or a reduced rate in, United States withholding tax on interest payments to be made under this Agreement or any Note. If a Lender that is a Non-U.S. 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 2.8(d)(i) (any such certificate, a “Section 2.8(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 Funds Administrator and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 2.8(d)(i) Certificate, to confirm or establish the entitlement to such Lender or Administrative Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or any NoteCredit Document. (e) Each 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 provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to Funds Administrator and Administrative Agent certifying to such Lender or Administrative Agent is exempt from United States backup withholding tax. To the extent that a form provided pursuant to this Section 2.8(e) is rendered obsolete or inaccurate in any material respects as result of change in circumstances with respect to the status of a Lender or Administrative Agent, such Lender or Administrative Agent shall, to the extent permitted by applicable law, deliver to Funds Administrator and Administrative Agent revised forms necessary to confirm or establish the entitlement to such Lender’s or Administrative Agent’s exemption from United States backup withholding tax.

Net Payments. (a) All payments to be made by Borrowers hereunder or the Company under any the Loan Document Documents shall be made without setoff, counterclaim, or other defense. To the extent permitted by applicable law, all payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall be made by Borrowers free and clear of of, and without deduction of, or withholding for, or on account of, any taxTax of any nature whatsoever. If any Taxes are required to be withheld from any amounts payable to the Bank hereunder or under the Note, duty, levy, impost, deduction, charge, withholdingthe amounts so payable to the Bank shall be increased to the extent necessary to yield to, or assessment leave in the hands of, the Bank (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement or any other Loan Document. For the purposes of this clause 17.9, “Taxes” shall mean all present or future taxes (other than net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Bank as a result of a present or former connection between the Bank and the jurisdiction of the Governmental Body imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Bank having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document)) or capital duties, imposts, levies, fees and charges, deductions or withholdings of any kind now or hereinafter imposed hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority. (b) Body. Whenever any Taxes are payable by the Company, as promptly as possible thereafter the Company shall send to the Bank for its own account, a certified copy of an original official receipt received by the Company showing payment thereof. If the Company fails to pay any Borrower makes Taxes when due to the appropriate taxing authority or fails to remit to the Bank the required receipts or other required documentary evidence, the Company shall indemnify the Bank for such Taxes and any payment hereunder incremental taxes, interest or under any Loan Document in respect penalties that may become payable by the Bank as a result of which it is required by law to deduct or withhold any Taxes, such Borrower shall increase the payment hereunder or under any such Loan Document failure. Notwithstanding the above or anything to the contrary in this Agreement, if the Bank assigns or participates any rights to a Non-U.S. Bank Transferee or a Special Participant and there is a requirement to withhold Taxes arising out of or in connection with that Non-U.S. Bank’s or Special Participant’s assignment or participation in the Credit or the making or maintaining by such that after Non-U.S. Bank or Special Participant of any Advance hereunder, the reduction for Company shall not be required to increase the amount of Taxes interest or any other charge payable under this Agreement or any other Loan Document to off-set the withheld (and any taxes withheld or imposed with respect Taxes. Notwithstanding anything to the additional payments required under contrary in this Section 2.8(b)) the amount paid to the Lender Agreement or Administrative Agent equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 2.8(b). To the extent any Borrower withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or assessments on payments hereunder or under any Loan Document, such Borrower shall pay the full amount deducted to the relevant Governmental Authority within the time allowed for payment under applicable law and shall deliver to the Administrative Agent within 30 days after it has made payment to such authority a receipt issued by such authority (or other evidence satisfactory to the Administrative Agent) evidencing the payment of all amounts so required to be deducted or withheld from such payment. (c) If any Lender or Administrative Agent is required by law to make any payments of any Taxes on or in relation to any amounts received or receivable hereunder or under any other Loan Document, or and notwithstanding any Tax is assessed against a Lender or Administrative Agent changes in Applicable Law, from time to time, the Company and the Bank acknowledge and agree that the Bank shall satisfy, on behalf of the Company and the Bank, any requirement to withhold federal Taxes under the Code (and duly record such withholding) with respect to amounts received payments made by the Company to the Bank arising out of, resulting from or receivable hereunder otherwise in connection with any participation by BLL or under any other Loan Document, each Borrower will indemnify such person against (i) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any Taxes imposed as a result member of the receipt Bank Leumi Group (other than, for the avoidance of doubt, the Bank itself) in any Advance or any other portion of the payment under this Section 2.8(c). A certificate prepared in good faith as to the amount of such payment by Lender or Administrative Agent shall, absent manifest error, be final, conclusiveCredit, and binding on accordingly, the Company is not required to, and agrees not to, withhold any federal Taxes with respect to any such payments, and the Bank agrees that the Company is not directly or indirectly responsible for any so-called gross-up of interest pursuant to this clause 17.9 or otherwise; provided, however, if, due to any change in Applicable Law the Bank is no longer able to perform such withholding function, then the Company shall be required to do so, but to avoid all parties. (i) To the extent permitted by applicable lawdoubt, each Lender that is a Non-U.S. Participant such requirement shall deliver not impose, and shall not be deemed or construed to the Funds Administrator and Administrative Agent on impose, any obligation or prior to the Initial Borrowing Date (or in the case of a Lender that is an Assignee, liability on the date part of such assignment the Company to such Lender) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, directly or W-8IMY (indirectly gross-up the interest payments or any successor or other applicable form prescribed by the IRS) certifying to such Lender’s entitlement to a complete exemption from, or a reduced rate in, United States withholding tax on interest payments to be made charge payable 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 other Loan Document except and complete original signed copies of IRS Form W-8BEN) a certificate substantially in the form of Exhibit 2.8(d)(i) (any such certificate, a “Section 2.8(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 Funds Administrator and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 2.8(d)(i) Certificate, to confirm or establish the entitlement to such Lender or Administrative Agent to an exemption from, or reduction in, United States withholding tax on interest specifically provided for in this clause 17.9. All payments to be made by the Company under this Agreement the Loan Documents shall be calculated and made free and clear of, and without any deduction for, or on account of, any Noteset-off or counterclaim. (e) Each 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 provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to Funds Administrator and Administrative Agent certifying to such Lender or Administrative Agent is exempt from United States backup withholding tax. To the extent that a form provided pursuant to this Section 2.8(e) is rendered obsolete or inaccurate in any material respects as result of change in circumstances with respect to the status of a Lender or Administrative Agent, such Lender or Administrative Agent shall, to the extent permitted by applicable law, deliver to Funds Administrator and Administrative Agent revised forms necessary to confirm or establish the entitlement to such Lender’s or Administrative Agent’s exemption from United States backup withholding tax.

Net Payments. (a) All payments made by Borrowers the Borrower hereunder or under any Loan Document shall Note will be made without setoff, counterclaim, counterclaim or other defense. To the extent permitted by applicable law, all All such payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall will be made by Borrowers free and clear of of, and without deduction or withholding for, any present or account offuture taxes, any taxlevies, dutyimposts, levyduties, impostfees, deduction, charge, withholding, assessments or assessment other charges of whatever nature now or hereinafter hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed on or measured by the net income or net profits of any Lender or its applicable lending office, or any branch or affiliate thereof, and all franchise taxes, branch taxes, taxes on doing business or taxes on the overall capital or net worth of any Lender or its applicable lending office, or any branch or affiliate thereof, or similar taxes, in each case imposed by the applicable taxing authority pursuant to the laws of the jurisdiction (or any political subdivision thereof or therein) in which such Lender, applicable lending office, branch or affiliate is organized, located or carries on business, or in which its principal executive office is located) (all such taxes, levies, imposts, duties, fees, assessments or other charges and related interest and penalties being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note; provided that the Borrower will not be required to pay any additional amounts that are (i) attributable to a Lender's failure to comply with subsection (b) below, (ii) described in Section 3.5(d) or (iii) attributable to a Lender's failure to be a Basel Bank. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender; provided, that for any period with respect to which such Lender has failed to provide the Borrower with the appropriate documentation described under Section 3.5(b), such Lender shall not be entitled to indemnification under Section 3.5(a). A certificate as to the amount of any such required indemnification payment prepared in good faith by such Lender or the Administrative Agent shall be final, conclusive and binding for all purposes absent demonstrable error. (b) If Each Lender that is entitled to an exemption or reduction of any Borrower makes Taxes under the laws of the applicable taxing jurisdiction, or any payment hereunder or under any Loan Document in respect of treaty to which it such jurisdiction is required by law to deduct or withhold any Taxesa party, such Borrower shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld (and any taxes withheld or imposed with respect to the additional payments required under this Section 2.8(b)) the amount paid to the Lender or Administrative Agent equals the amount that was payable hereunder Agreement or under any such Loan Document without regard to this Section 2.8(b). To the extent any Borrower withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or assessments on payments hereunder or under any Loan Document, such Borrower shall pay the full amount deducted to the relevant Governmental Authority within the time allowed for payment under applicable law and Notes shall deliver to the Administrative Agent within 30 days after it has made payment to such authority Borrower (with a receipt issued by such authority (or other evidence satisfactory copy to the Administrative Agent) evidencing the payment of all amounts so required any documentation prescribed by applicable law that is necessary to permit such payments to be deducted made without withholding or withheld from at a reduced rate. Any fees charged by the Chilean authorities to a Lender in obtaining or filing such paymentdocumentation shall be for the account of the Borrower. (c) If any Lender or Administrative Agent receives a refund in respect of any amounts paid by the Borrower pursuant to this Section 3.5, which refund is allocable to such payment, it shall promptly notify the Borrower of such refund and shall promptly repay such refund to the Borrower net of all out-of-pocket expenses of such Lender; provided, however, that the Borrower, upon the request of such Lender, agrees to repay the amount paid over to the Borrower by such Lender in the event such Lender is required by law to make any payments repay such refund. (d) If a Lender changes its residence, place of any Taxes on business or in relation to any amounts received applicable lending office or receivable hereunder or under takes any other Loan Documentsimilar action and the effect of such change or action, or any Tax is assessed against a Lender or Administrative Agent with respect to amounts received or receivable hereunder or under any other Loan Document, each Borrower will indemnify such person against (i) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any Taxes imposed as a result of the receipt of date thereof, would be to increase the payment additional amounts that the Borrower is obligated to pay under this Section 2.8(c3.5(a). A certificate prepared in good faith as , the Borrower shall not be obligated to pay the amount of such payment by Lender or Administrative Agent shall, absent manifest error, be final, conclusive, and binding on all partiesincrease. (i) To the extent permitted by applicable law, each Lender that is a Non-U.S. Participant shall deliver to the Funds Administrator and Administrative Agent on or prior to the Initial Borrowing Date (or in the case of a Lender that is an Assignee, on the date of such assignment to such Lender) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable form prescribed by the IRS) certifying to such Lender’s entitlement to a complete exemption from, or a reduced rate in, United States withholding tax on interest payments to be made under this Agreement or any Note. If a Lender that is a Non-U.S. 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 2.8(d)(i) (any such certificate, a “Section 2.8(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 Funds Administrator and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 2.8(d)(i) Certificate, to confirm or establish the entitlement to such Lender or Administrative Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or any Note. (e) Each Lender that is not a Non-U.S. Participant (other than any such Lender which is taxed as a corporation for U.S. federal income tax purposes) shall provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to Funds Administrator and Administrative Agent certifying to such Lender or Administrative Agent is exempt from United States backup withholding tax. To the extent that a form provided pursuant to this Section 2.8(e) is rendered obsolete or inaccurate in any material respects as result of change in circumstances with respect to the status of a Lender or Administrative Agent, such Lender or Administrative Agent shall, to the extent permitted by applicable law, deliver to Funds Administrator and Administrative Agent revised forms necessary to confirm or establish the entitlement to such Lender’s or Administrative Agent’s exemption from United States backup withholding tax.

Net Payments. (a) All payments made by Borrowers Borrower hereunder to or under for the benefit of any Loan Document Lender or the Agent shall be made without setoff, counterclaim, counterclaim or other defense. To the extent permitted by applicable lawExcept as provided in Subsection 3.9.2 (b) below, all such payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall will be made by Borrowers free and clear of of, and without deduction or withholding for, any present or account offuture taxes, any taxlevies, dutyimposts, levyduties, impostfees, deduction, charge, withholdingassessments, or assessment other charges of whatever nature now or hereinafter hereafter imposed by any Governmental Authority. jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (b) If but excluding any Borrower makes any payment hereunder tax imposed on or under any Loan Document measured by the net income or profits of the Lender or the Agent, as the case may be, pursuant to the laws of the jurisdiction in respect of which it is organized) together with all interest, penalties or similar liabilities with respect thereto (collectively, "Covered Taxes"). If Borrower shall be required by law to deduct any Covered Taxes from any sum payable hereunder to any Lender or withhold any Taxesthe Agent, such Borrower (A) the sum payable shall increase the payment hereunder or under any such Loan Document such be increased as may be necessary so that after the reduction for the amount making all required deductions of Covered Taxes withheld (and any taxes withheld or imposed with respect including deductions of Covered Taxes applicable to the additional payments required sums payable under this Section 2.8(b)) such Lender or the Agent, as the case may be, receives an amount paid equal to the Lender or Administrative Agent equals the amount that was payable hereunder or under any sum it would have received had no such Loan Document without regard to this Section 2.8(b). To the extent any deductions been made, (B) Borrower withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or assessments on payments hereunder or under any Loan Document, shall make such deductions and (C) Borrower shall pay the full amount so deducted to the relevant Governmental Authority taxation authority or other authority in accordance with applicable law. Borrower shall furnish to the Agent within 45 days after the time allowed date the payment of any Covered Taxes is due certified copies of tax receipts evidencing such payment by Borrower. Borrower agrees to indemnify and hold harmless the Lenders and the Agent and reimburse each of them, as the case may be, for payment the amount of any Covered Taxes so levied or imposed and paid by them. (b) Each Lender which is organized under applicable law and the laws of a jurisdiction other than the United States or any State thereof (a "Foreign Lender") shall deliver to the Administrative Agent within 30 days after it has made payment to such authority a receipt issued by such authority (or other evidence satisfactory to the Administrative Agent) evidencing the payment of all amounts so required to be deducted or withheld from such payment. (c) If any Lender or Administrative Agent is required by law to make any payments of any Taxes on or in relation to any amounts received or receivable hereunder or under any other Loan Document, or any Tax is assessed against a Lender or Administrative Agent with respect to amounts received or receivable hereunder or under any other Loan Document, each and Borrower will indemnify such person against (i) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any Taxes imposed as a result of the receipt of the payment under this Section 2.8(c). A certificate prepared in good faith as to the amount of such payment by Lender or Administrative Agent shalltwo valid, absent manifest error, be final, conclusive, and binding on all parties. (i) To the extent permitted by applicable law, each Lender that is a Non-U.S. Participant shall deliver to the Funds Administrator and Administrative Agent on or prior to the Initial Borrowing Date (or in the case of a Lender that is an Assignee, on the date of such assignment to such Lender) two accurate and complete original signed duly completed copies of IRS Form W-8BENW-8ECI and W-8BEN or successor applicable form, W-8ECIas the case may be, and any other required form, certifying in each case that such Foreign Lender is entitled to receive payments under this Agreement and the Revolving Loan Notes payable to it without deduction or W-8IMY (withholding of any United States federal income taxes or any successor or other applicable form prescribed by the IRS) certifying to with such Lender’s entitlement to a complete exemption from, or withholding imposed at a reduced rate in(the "Reduced Rate"), United States withholding tax on interest payments to be made under this Agreement or any Note. If (ii) 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 Codevalid, the Lender shall deliver (along with two accurate and complete original signed copies of duly completed IRS Form W-8BEN) a certificate substantially in the form of Exhibit 2.8(d)(i) (any such certificateW-8 or W-9 or successor applicable form, a “Section 2.8(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 as 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 shallmay be, to the extent permitted under applicable law, deliver to the Funds Administrator and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 2.8(d)(i) Certificate, to confirm or establish the entitlement to such Lender or Administrative Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or any Note. (e) Each Lender that is not a Non-U.S. Participant (other than any such Lender which is taxed as a corporation for U.S. federal income tax purposes) shall provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to Funds Administrator and Administrative Agent certifying to such Lender or Administrative Agent is exempt from United States backup withholding tax. To Each such Lender shall also deliver to Agent and Borrower two further copies of said Form W-8ECI or W-8BEN and W-8 or W-9, or successor applicable forms, or other manner of required certification, as the extent case may be, on or before the date that a any such form provided pursuant to this Section 2.8(e) is rendered expires or becomes obsolete or inaccurate otherwise is required to be resubmitted as a condition to obtaining an exemption from a required withholding of United States federal income tax or entitlement to having such withholding imposed at the Reduced Rate or after the occurrence of any event requiring a change in the most recent form previously delivered by it to Borrower and Agent, and such extensions or renewals thereof as may reasonably be requested by Borrower and Agent, certifying (i) in the case of a Form W-8ECI or W-8BEN that such Lender is entitled to receive payments under this Agreement and the Revolving Loan Notes payable to it without deduction or withholding of any United States federal income taxes, unless in any material respects as result of such case any change in circumstances a tax treaty to which the United States is a party, or any change in law or regulation of the United States or official interpretation thereof has occurred after the Restatement Date and prior to the date on which any such delivery would otherwise be required that renders all such forms inapplicable or that would prevent such Foreign Lender from duly completing and delivering any such form with respect to it, and such Foreign Lender advises the status Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding at the Reduced Rate, or (ii) in the case of a Lender Form W-8 or Administrative AgentW-9, such Lender or Administrative Agent shall, to the extent permitted by applicable law, deliver to Funds Administrator and Administrative Agent revised forms necessary to confirm or establish the entitlement to such Lender’s or Administrative Agent’s establishing an exemption from United States backup withholding tax.

Net Payments. Reduced Return. ---------------------------- (a) All payments made by Borrowers hereunder or under with respect to any Loan Document Advance shall be made without setoffin such amounts as may be necessary in order that all such payments after withholding for or on account of any present or future taxes, counterclaimlevies, imports, duties or other defense. To the extent permitted by applicable law, all payments hereunder and under any Loan Document (including, without limitation, any payment similar charges of principal, interest, or fees) to, or for the benefit, of any Person shall be made by Borrowers free and clear of and without deduction or withholding for, or account of, any tax, duty, levy, impost, deduction, charge, withholding, or assessment now or hereinafter whatsoever nature imposed by any Governmental Authoritygovernment or any political subdivision or taxing authority hereof, other than any taxes on or measured by the net income of the Lender pursuant to the state, federal and local tax laws of the jurisdiction where the Lender's principal office or offices or lending office or offices are located, compensate Lender for any additional cost or reduced amount receivable of making or maintaining advances as a result of such taxes, imports, duties or other charges. (b) If any Borrower makes any payment hereunder or under any Loan Document in respect of which it is required by law to deduct or withhold any TaxesIf, such Borrower shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld (and any taxes withheld or imposed with respect to the additional payments required under this Section 2.8(b)) the amount paid to the Lender or Administrative Agent equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 2.8(b). To the extent any Borrower withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or assessments on payments hereunder or under any Loan Document, such Borrower shall pay the full amount deducted to the relevant Governmental Authority within the time allowed for payment under applicable law and shall deliver to the Administrative Agent within 30 days after it has made payment to such authority a receipt issued by such authority (or other evidence satisfactory to the Administrative Agent) evidencing the payment of all amounts so required to be deducted or withheld from such payment. (c) If any Lender or Administrative Agent is required by law to make any payments of any Taxes on or in relation to any amounts received or receivable hereunder or under any other Loan Document, or any Tax is assessed against a Lender or Administrative Agent with respect to amounts received or receivable hereunder or under any other Loan Document, each Borrower will indemnify such person against (i) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any Taxes imposed as a result of the receipt of the payment under this Section 2.8(c). A certificate prepared in good faith as to the amount of such payment by Lender or Administrative Agent shall, absent manifest error, be final, conclusive, and binding on all parties. (i) To the extent permitted by applicable law, each Lender that is a Non-U.S. Participant shall deliver to the Funds Administrator and Administrative Agent on or prior to the Initial Borrowing Date (or in the case of a Lender that is an Assignee, on the date of such assignment to such Lender) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable form prescribed by the IRS) certifying to such Lender’s entitlement to a complete exemption from, or a reduced rate in, United States withholding tax on interest payments to be made under this Agreement or any Note. If a Lender that is a Non-U.S. Participant is claiming a complete exemption from withholding on interest pursuant to Section 881(c) of the Codehereof, the Lender shall deliver (along with two accurate and complete original signed copies have determined that the adoption of IRS Form W-8BEN) a certificate substantially any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the form interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender with any request or directive regarding capital adequacy (whether or not having the force of Exhibit 2.8(d)(ilaw) (of any such certificateauthority, central bank or comparable agency, has or would have the effect of reducing the rate or return on the Lender's capital as a “Section 2.8(d)(iconsequence of its obligations hereunder to a level below that which the Lender could have achieved but for such adoption, change or compliance (taking into consideration the Lender's policies with respect to capital adequacy) Certificate”). In additionby an amount deemed by the Lender to be material, each Lender that is a Non-U.S. Participant agrees that then from time to time time, within thirty (30) days after demand by the Initial Borrowing Date, (or in Lender 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, Company shall pay to the extent permitted under applicable lawLender such additional amount or amounts as will compensate the Lender for such reduction. In determining such amount, deliver to the Funds Administrator Lender may use any reasonable averaging and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 2.8(d)(i) Certificate, to confirm or establish the entitlement to such Lender or Administrative Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or any Noteattribution methods. (e) Each 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 provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to Funds Administrator and Administrative Agent certifying to such Lender or Administrative Agent is exempt from United States backup withholding tax. To the extent that a form provided pursuant to this Section 2.8(e) is rendered obsolete or inaccurate in any material respects as result of change in circumstances with respect to the status of a Lender or Administrative Agent, such Lender or Administrative Agent shall, to the extent permitted by applicable law, deliver to Funds Administrator and Administrative Agent revised forms necessary to confirm or establish the entitlement to such Lender’s or Administrative Agent’s exemption from United States backup withholding tax.

Net Payments. (a) All payments made by the Borrowers and the other Credit Parties hereunder or and under any Loan other Credit Document shall will be made without setoff, counterclaim, counterclaim or other defense. To the extent permitted Except as provided in Section 5.04(b), and except as required by applicable law, all such payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall will be made by Borrowers free and clear of of, and without deduction or withholding for, any present or account offuture taxes, any taxlevies, dutyimposts, levyduties, impostfees, deduction, charge, withholding, assessments or assessment other charges of whatever nature now or hereinafter hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding (i) any tax or withholding on account of tax imposed on or measured by the net income or net profits of a Lender or the Administrative Agent (as applicable) and any franchise taxes and branch profits taxes imposed pursuant to the laws of the jurisdiction in which it is resident or organized or the jurisdiction in which the principal office or applicable lending office of such Lender or the Administrative Agent (as applicable) is located or any subdivision thereof or therein, or any tax imposed as a result of a present or former connection between such Lender or the Administrative Agent (as applicable) and the jurisdiction imposing such tax (other than connections arising only from such Lender or the Administrative Agent (as applicable) having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in any Loan or Credit Document), (ii) in the case of a Lender, any U.S. Federal withholding tax that is imposed on amounts payable to such Lender at the time such Lender becomes a party hereto (or designates a new lending office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from such U.S. Borrower with respect to such withholding tax pursuant to Section 5.04(a), (iii) Taxes attributable to a Lender’s failure to comply with Section 5.04(e), (iv) any United States federal withholding tax imposed under FATCA, (v) any tax imposed under the Income Tax Act (Canada) on any payment hereunder by a Credit Party to a Lender or the Administrative Agent (as applicable) by reason of such Credit Party not dealing at arm’s length for purposes of the Income Tax Act (Canada) with the Lender or the Administrative Agent (as applicable) at the time of such payment, (vi) any tax imposed under the Income Tax Act (Canada) on any payment hereunder by a Credit Party to a Lender or the Administrative Agent (as applicable) by reason of such Lender or the Administrative Agent (as applicable) being a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Income Tax Act (Canada)) of the Company or applicable Credit Party at any time during the year when such payment is made or by reason of such Lender or the Administrative Agent (as applicable) not dealing at arm’s length for purpose of the Income Tax Act (Canada) with a “specified shareholder” (within the meaning of subsection 18(5) of the Income Tax Act (Canada)) of the Company or applicable Credit Party at any time during the year in which such payment is made, and (vii) any withholding tax under the Income Tax Act (Canada) applicable to a payment by a Canadian Borrower in respect of a debt or other Obligation to pay an amount to a person with whom such Credit Party is not dealing at arm’s length for purposes of the Income Tax Act (Canada) (subparagraphs (i) through (vii) together, “Excluded Taxes”)) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the respective payment or which has guaranteed the obligations of the relevant Borrower) agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any other Credit Document, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such other Credit Documents. The respective Borrower (or other Credit Party) will, upon the Administrative Agent’s written request, furnish to the Administrative Agent, within 45 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by such Borrower (or other Credit Party) or other evidence of payment reasonably satisfactory to the Administrative Agent. (b) If any Borrower makes any payment hereunder Subject to Section 14.07, the U.S. Borrowers (jointly and severally) or under any Loan Document in respect of which it is required by law to deduct or withhold any Taxesthe Canadian Borrowers (jointly and severally), such Borrower shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld as applicable, agree (and any taxes withheld or imposed with respect the applicable Subsidiary Guarantors agree) to the additional payments required under this Section 2.8(b)) the amount paid to the Lender or Administrative Agent equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 2.8(b). To the extent any Borrower withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or assessments on payments hereunder or under any Loan Document, such Borrower shall timely pay the full amount deducted to the relevant Governmental Authority within in accordance with applicable law, or at the time allowed for payment under applicable law and shall deliver to option of the Administrative Agent within 30 days after timely reimburse it has made payment to such authority a receipt issued by such authority (or other evidence satisfactory to the Administrative Agent) evidencing for the payment of all amounts so required to be deducted or withheld from such paymentof, any Other Taxes. (c) If any Subject to Section 14.07, the U.S. Borrowers (jointly and severally) or the Canadian Borrowers (jointly and severally) shall, as applicable, agree (and the applicable Subsidiary Guarantors agree) to indemnify each Lender or the Administrative Agent is required by law to make any payments Agent, as the case may be, within 10 days after demand therefor, for the full amount of any Taxes (including Taxes imposed or asserted on or in relation attributable to any amounts received payable under this Section) payable or receivable hereunder or under any other Loan Document, or any Tax is assessed against a paid by such Lender or Administrative Agent with respect required to amounts received be withheld or receivable hereunder or under any other Loan Document, each Borrower will indemnify deducted from a payment to such person against (i) such Tax (Lender and any reasonable counsel fees and expenses associated arising therefrom or with respect thereto, whether or not such Tax) and (ii) any Taxes were correctly or legally imposed as a result of or asserted by the receipt of the payment under this Section 2.8(c)relevant Governmental Authority. A certificate prepared in good faith as to the amount of such payment or liability delivered to the Company by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent shallon its own behalf or on behalf of a Lender, shall be conclusive absent manifest error; provided that the Borrowers shall not be required to compensate any Lender pursuant to this Section 5.04(c) for any such Taxes incurred more than 180 days prior to the date that such Lender notifies the Company of the change giving rise to such Taxes and of such Lender’s intention to claim compensation therefor; provided, further, that, if the change giving rise to such Taxes is retroactive, then the 180 day period referred to above shall be finalextended to include the period of retroactive effect thereof. (d) Each Lender shall severally indemnify the Administrative Agent, conclusivewithin 10 days after demand therefor, for (i) any Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Taxes and without limiting the obligation of Credit Parties, subject to Section 14.07, to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.04(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Credit Document, and binding on 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 partiesamounts at any time owing to such Lender under any Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this clause (d). (i) To Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to the extent permitted Company and the Administrative Agent, at the time or times reasonably requested by the Company or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Company or the Administrative Agent, shall deliver such other documentation prescribed by applicable lawlaw or reasonably requested by the Company or the Administrative Agent as will enable the Company or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, each the completion, execution and submission of such documentation (other than such documentation set forth in Section 5.04(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Borrower, (A) any Lender that is a Non-U.S. Participant Person shall deliver to the Funds Administrator Company and the Administrative Agent on or prior to the Initial Borrowing Date date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), executed originals of Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), whichever of the following is applicable: (i) in the case of a Foreign Lender that claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Credit Document, executed originals of Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable, establishing 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 inreduction of, United States U.S. federal 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 Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Credit Document, Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (ii) executed originals of Internal Revenue Service Form W-8ECI; (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, the Lender shall deliver (along with two accurate and complete original signed copies of IRS Form W-8BENx) a certificate substantially in the form of Exhibit 2.8(d)(iD-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) (any such certificateof the Code, a “10 percent shareholder” of the Company within the meaning of Section 2.8(d)(i881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”). In addition) and (y) executed originals of Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable; or (iv) to the extent a Foreign Lender is not the beneficial owner, executed originals of Internal Revenue Service Form W-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-2 or Exhibit D-3, Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender that is a Non-partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Participant agrees that from time to time after the Initial Borrowing Date, (or Tax Compliance Certificate substantially in the case form of a Lender that is an Assignee, after the date Exhibit D-4 on behalf of the assignment to each such Lender), when a lapse in time direct and indirect partner; (or change in circumstances occursC) renders the prior certificates hereunder obsolete or inaccurate in any material respect, such Foreign Lender shall, to the extent permitted under applicable lawit is legally entitled to do so, deliver to the Funds Administrator Company and the Administrative Agent two new (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and accurate and complete original signed copies from time to time thereafter upon the reasonable request of an IRS Form W-8BENthe Company or the Administrative Agent), W-8ECI, or W-8IMY (or executed originals of any successor or other applicable forms form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the IRS), and if applicable, a new Section 2.8(d)(i) Certificate, to confirm Company or establish the entitlement to such Lender or Administrative Agent to an exemption from, determine the withholding or reduction in, United States withholding tax on interest payments deduction required to be made under this Agreement or any Note.made; and (eD) if a payment made to a Lender under any 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 Company and the Administrative Agent at the time or times prescribed by law such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) as may be necessary for the Company and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender agrees that is not a Non-U.S. Participant (other than if any such Lender which is taxed as a corporation for U.S. federal income tax purposes) shall provide two properly completed and duly executed copies of IRS Form W-9 (form or any successor certification it previously delivered expires or other applicable form) to Funds Administrator and Administrative Agent certifying to such Lender or Administrative Agent is exempt from United States backup withholding tax. To the extent that a form provided pursuant to this Section 2.8(e) is rendered becomes obsolete or inaccurate in any material respects respect, it shall update such form or certification or promptly notify the Company and the Administrative Agent in writing of its legal inability to do so. For purposes of determining withholding Taxes imposed under FATCA, from and after the Third Amendment Effective Date, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Loan Agreement as result not qualifying as a “grandfathered obligation” within the meaning of change Treasury Regulation Section 1.1471-2(b)(2)(i). (f) If the Administrative Agent or a Lender determines, in circumstances its sole discretion, that it has received a refund of any Taxes as to which it has been indemnified by a Borrower or with respect to which a Borrower has paid additional amounts pursuant to Section 5.04(a), it shall pay to such Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower under this Section with respect to the status Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant jurisdiction or any political subdivision or taxing authority thereof with respect to such refund), provided that the U.S. Borrowers (on a Lender joint and several basis) and the Canadian Borrowers (on a joint and several basis), as the case may be, upon the request of the Administrative Agent or such Lender, agree to repay the amount paid over to any such Borrower (plus any penalties, interest or other charges imposed by the relevant jurisdiction or any political subdivision or taxing authority thereof) to the Administrative Agent, Agent or such Lender or in the event the Administrative Agent shall, or such Lender is required to the extent permitted by applicable law, deliver to Funds Administrator and Administrative Agent revised forms necessary to confirm or establish the entitlement repay such refund to such Lender’s jurisdiction or Administrative Agent’s exemption from United States backup withholding tax.any political subdivision

Net Payments. (a) All payments made by Borrowers the Borrower hereunder or and under any Loan Document shall Note will be made without setoff, counterclaim, counterclaim or other defense. To the extent permitted by applicable law, all All such payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall will be made by Borrowers free and clear of of, and without deduction or withholding forfor Taxes, unless such deduction or account of, any tax, duty, levy, impost, deduction, charge, withholding, or assessment now or hereinafter imposed by any Governmental Authority. (b) If any Borrower makes any payment hereunder or under any Loan Document in respect of which it withholding is required by law to deduct or withhold any law. If any such Taxes are Indemnified Taxes, such the Borrower shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld (and any taxes withheld or imposed with respect agrees to the additional payments required under this Section 2.8(b)) the amount paid to the Lender or Administrative Agent equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 2.8(b). To the extent any Borrower withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or assessments on payments hereunder or under any Loan Document, such Borrower shall pay the full amount deducted to of such Indemnified Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Note, after withholding or deduction for or on account of any such Indemnified Taxes, will not be less than the relevant Governmental Authority within the time allowed amount provided for payment under applicable law and shall deliver herein or in such Note had no such withholding or deduction been made. The Borrower will furnish to the Administrative Agent within 30 45 days after it has made the date the payment of any Taxes is due pursuant to such authority a receipt issued by such authority applicable law certified copies of tax receipts (or such other evidence reasonably satisfactory to the Administrative Agent) evidencing such payment by the payment Borrower (to the extent Borrower is responsible for making such withholding or deduction). The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of all amounts any Indemnified Taxes so required to be deducted levied or withheld from imposed and paid by such paymentLender. (cb) If any Lender or Administrative Agent is required by law to make any payments of any Taxes on or in relation to any amounts received or receivable hereunder or under any other Loan Document, or any Tax is assessed against a Lender or Administrative Agent with respect to amounts received or receivable hereunder or under any other Loan Document, each Borrower will indemnify such person against (i) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any Taxes imposed as a result of the receipt of the payment under this Section 2.8(c). A certificate prepared in good faith as to the amount of such payment by Lender or Administrative Agent shall, absent manifest error, be final, conclusive, and binding on all parties. (i) To the extent permitted by applicable law, each Each Lender that is a NonUnited States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes (other than a Lender that may be treated as an exempt recipient under Treasury Regulations Section 1.6049-U.S. Participant shall 4(c)(1)(ii), subject to the provisions of Treasury Regulations Section 1.1441-1(d)(4)) agrees to deliver to the Funds Administrator Borrower and the Administrative Agent on or prior to the Initial Borrowing Effective Date (or or, in the case of a Lender that is an Assigneeassignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, an Internal Revenue Service Form W-9. Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes (“Foreign Lender”) and not described in the succeeding sentence (regarding Internal Revenue Service Form W-8IMY) agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of IRS Internal Revenue Service Form W-8BEN, W-8ECI, W-8ECI or W-8IMY Form W-8BEN (with respect to a complete exemption or reduction under an income tax treaty) (or any successor or other applicable form prescribed by the IRSforms) certifying to such Lender’s entitlement as of such date to a complete exemption from, or a reduced rate in, reduction in from United States withholding tax on interest with respect to payments to be made under this Agreement or and under any Note. If , or (ii) if the Lender is not a Lender that is a Non-U.S. Participant is claiming “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption from withholding on interest under an income tax treaty) (or any successor forms) pursuant to Section 881(cclause (i) of the Codeabove, the Lender shall deliver (along with two accurate and complete original signed copies of IRS Form W-8BENx) a certificate substantially in the form of Exhibit 2.8(d)(i) D (any such certificate, a “Section 2.8(d)(i5.04(b)(ii) Certificate”). ) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note.) In addition, each the case of a Foreign Lender that is not the beneficial owner of payments made under this Agreement or any Note (including a Non-U.S. Participant agrees that from time partnership or a participating Lender), such Foreign Lender shall deliver to time after the Initial Borrowing DateBorrower and the Administrative Agent on or prior to the Effective Date or, (or in the case of a Lender that is an Assigneeassignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), after on the date of the such assignment or transfer to such Lender), (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8IMY on behalf of itself and (ii) the relevant forms prescribed in the preceding two sentences as applicable that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Lender. In addition, each Foreign Lender shall, in the case of any payment made after December 31, 2012 in respect of any Loan, Letters of Credit, Note or Obligation that was not treated as outstanding for purposes of FATCA on March 18, 2012, provide any forms, documentation, or other information as shall be prescribed by the Internal Revenue Service to demonstrate that the relevant Foreign Lender has complied with the applicable reporting requirements of FATCA. In addition, each Foreign Lender agrees that from time to time after the Effective Date, when a lapse in time (or change in circumstances occurs) renders the prior certificates hereunder certification or forms in the second and third preceding sentences obsolete or inaccurate in any material respect, such Foreign Lender shall, to the extent permitted under applicable law, will deliver to the Funds Administrator Borrower and the Administrative Agent two new and accurate and complete original signed copies of an IRS Internal Revenue Service Form W-8BEN, W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii) Certificate or Internal Revenue Service Form W-8IMY (or any successor or other applicable forms prescribed by the IRStogether with all underlying forms), as the case may be, and if applicable, a new Section 2.8(d)(i) Certificate, such other forms as may be required in order to confirm or establish the entitlement of such Foreign Lender to such Lender or Administrative Agent to an a continued exemption from, from or reduction in, in United States withholding tax on interest with respect to payments to be made under this Agreement or and any Note. (e) Each , or such Foreign Lender that is not a Non-U.S. Participant (other than shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Foreign Lender which is taxed as a corporation for U.S. federal income tax purposes) shall provide two properly completed and duly executed copies of IRS not be required to deliver any such Form W-9 (or any successor or other applicable form) to Funds Administrator and Administrative Agent certifying to such Lender or Administrative Agent is exempt from United States backup withholding tax. To the extent that a form provided Certificate pursuant to this Section 2.8(e5.04(b). (c) is rendered obsolete If the Borrower pays any additional amount under this Section 5.04 to a Lender and such Lender determines in its sole discretion that it has actually received in connection therewith any refund of its Tax liabilities in or inaccurate in any material respects as result of change in circumstances with respect to the status of taxable year in which the additional amount is paid (a Lender or Administrative Agent“Tax Benefit”), such Lender or Administrative Agent shall pay to the Borrower an amount that the Lender shall, in its sole discretion, determine is equal to the extent permitted net benefit, after tax, which was obtained by applicable lawsuch Lender in such year as a consequence of such Tax Benefit; provided, deliver to Funds Administrator and Administrative Agent revised forms necessary to confirm or establish however, that (i) any Lender may determine, in its sole discretion consistent with the entitlement to policies of such Lender’s , whether to seek a Tax Benefit, (ii) any Taxes that are imposed on a Lender as a result of a disallowance or Administrative Agent’s exemption from United States backup withholding taxreduction of any Tax Benefit with respect to which such Lender has made a payment to the Borrower pursuant to this Section 5.04(c) shall be treated as a Tax for which the Borrower is obligated to indemnify such Lender pursuant to this Section 5.04 without any exclusions or defenses, (iii) nothing in this Section 5.04(c) shall require any Lender to disclose any confidential information to the Borrower (including, without limitation, its tax returns), and (iv) no Lender shall be required to pay any amounts pursuant to this Section 5.04(c) at any time when a Default or an Event of Default exists.

Net Payments. (ai) All payments made by Borrowers hereunder or the Borrower under any Loan Document this Agreement shall be made without setoff, counterclaim, or other defense. To the extent permitted by applicable law, all payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall be made by Borrowers free and clear of of, and without deduction or withholding for, for or on account of, any taxcurrent or future income, duty, levy, impost, deduction, charge, withholding, stamp or assessment now or hereinafter imposed by any Governmental Authority. (b) If any Borrower makes any payment hereunder or under any Loan Document in respect of which it is required by law to deduct or withhold any Taxes, such Borrower shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld (and any taxes withheld or imposed with respect to the additional payments required under this Section 2.8(b)) the amount paid to the Lender or Administrative Agent equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 2.8(b). To the extent any Borrower withholds any other taxes, duties, levies, imposts, deductionsduties, charges, fees, deductions or withholdings, now or assessments 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) imposed on payments hereunder the Lender and (ii) any taxes imposed on the Lender as a result of a current or under former connection between the Lender and the jurisdiction of the Governmental Authority imposing such tax or any Loan Documentpolitical subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement) (“Taxes”) except to the extent that such deduction or withholding is required by any applicable law, as modified by the administrative practice of any relevant Governmental Authority then in effect. If any such Taxes are required to be withheld from any amounts payable to the Lender hereunder, the Borrower shall shall: (A) promptly notify the Lender of such requirement; (B) promptly pay the full amount deducted to the relevant Governmental Authority within when due the time allowed for payment under applicable law and shall deliver full amount required to be deducted or withheld (including the Administrative Agent within 30 days after it has made payment to such authority a receipt issued by such authority (or other evidence satisfactory to the Administrative Agent) evidencing the payment full amount of all amounts so Taxes required to be deducted or withheld from any additional amount paid by such paymentBorrower to the Lender under this Section 3.3(a); (C) as promptly as possible thereafter, forward to the Lender an official receipt (or a certified copy), or other documentation reasonably acceptable to the Lender, evidencing such payment to such Governmental Authority; and (D) pay to the Lender, in addition to the payment to which the Lender is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by the Lender (free and clear of any such Taxes, whether assessed against the Borrower, the Lender) will equal the full amount the Lender would have received had no such deduction or withholding been required. (cii) If the Borrower fails to pay to the relevant Governmental Authority when due any Lender Taxes that it was required to deduct or Administrative Agent is required by law to make any payments withhold under this Section 3.3(a) in respect of any Taxes payment to or for the benefit of the Lender under this Agreement or fails to furnish the Lender with the documentation referred to in this Section 3.3(a) when required to do so, the Borrower shall forthwith on demand fully indemnify the Lender for any incremental taxes, interest, costs or in relation to any amounts received or receivable hereunder or under any other Loan Document, or any Tax is assessed against a penalties that may become payable by the Lender or Administrative Agent with respect to amounts received or receivable hereunder or under any other Loan Document, each Borrower will indemnify such person against (i) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any Taxes imposed as a result of the receipt of the payment such failure. (iii) The Borrower’s obligations under this Section 2.8(c). A certificate prepared 3.3(a) shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) If the Borrower determines in good faith as to the amount of such payment by Lender or Administrative Agent shall, absent manifest error, be final, conclusive, and binding on all parties. (i) To the extent permitted by applicable law, each Lender that is a Non-U.S. Participant shall deliver to the Funds Administrator and Administrative Agent on or prior to the Initial Borrowing Date (or in the case of a Lender that is an Assignee, on the date of such assignment to such Lender) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or reasonable basis exists for contesting any successor or other applicable form prescribed by the IRS) certifying to such Lender’s entitlement to a complete exemption from, or a reduced rate in, United States withholding tax on interest payments to be made under this Agreement or any Note. If a Lender that is a Non-U.S. Participant is claiming a complete exemption from withholding on interest pursuant to Section 881(c) of the Codetaxes for which indemnification has been demanded hereunder, the Lender shall deliver (along cooperate with two accurate and complete original signed copies of IRS Form W-8BEN) the Borrower in challenging such taxes at the Borrower’s expense if so requested by the Borrower. If the Lender receives a certificate substantially in the form of Exhibit 2.8(d)(i) (any such certificaterefund of, or credit for, a “Section 2.8(d)(i) Certificate”). In addition, each Lender that is Tax for which a Non-U.S. Participant agrees that from time to time after the Initial Borrowing Date, (or in the case of a Lender that is an Assignee, after the date of the assignment to such Lender), when a lapse in time (or change in circumstances occurs) renders the prior certificates hereunder obsolete or inaccurate in any material respect, such Lender shall, to the extent permitted under applicable law, deliver to the Funds Administrator and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed payment has been made by the IRS), and if applicable, a new Section 2.8(d)(i) Certificate, to confirm or establish the entitlement to such Lender or Administrative Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or any Note. (e) Each Lender that is not a Non-U.S. Participant (other than any such Lender which is taxed as a corporation for U.S. federal income tax purposes) shall provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to Funds Administrator and Administrative Agent certifying to such Lender or Administrative Agent is exempt from United States backup withholding tax. To the extent that a form provided Borrower pursuant to this Section 2.8(e) Agreement, which refund or credit in the good faith judgment of the Lender is rendered obsolete attributable to such payment made by the Borrower, then the Lender shall reimburse the Borrower for such amount as the Lender determines to be the proportion of the refund or inaccurate credit 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. The Lender shall claim any material respects as result of change refund or credit that it determines is available to it, unless it concludes in circumstances with respect its reasonable discretion that it would be adversely affected by making such a claim. The Lender shall not be obliged to disclose any information regarding its tax affairs or computations to the status Borrower in connection with this paragraph (b) or any other provision of a Lender or Administrative Agent, such Lender or Administrative Agent shall, to the extent permitted by applicable law, deliver to Funds Administrator and Administrative Agent revised forms necessary to confirm or establish the entitlement to such Lender’s or Administrative Agent’s exemption from United States backup withholding taxthis Section 3.3.

Net Payments. (a) All payments made by Borrowers hereunder or on account of any Credit Party under any Loan Credit Document shall be made without setoff, counterclaim, or other defense. To the extent permitted by applicable law, all payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall be made by Borrowers free and clear of of, and without deduction or withholding for, or account of, any tax, duty, levy, impost, deduction, charge, withholding, or assessment now or hereinafter imposed by any Governmental Authority. (b) If any Borrower makes any payment hereunder or under any Loan Document in respect of which it is required by law to deduct or withhold any Taxes, except as required by applicable law. If any Taxes are required by applicable law to be withheld or deducted by any applicable withholding agent from such Borrower payments, (i) to the extent such deduction or withholding is on account of an Indemnified Tax or Other Tax, the sum payable shall increase be increased by the payment hereunder or under any such Loan Document such applicable Credit Party as necessary so that after the reduction for the amount of Taxes withheld all required deductions or withholdings (and any taxes withheld including deductions or imposed with respect withholdings applicable to the additional payments required sums payable under this Section 2.8(b)5.01) have been made, the Lender (or the Administrative Agent if the Administrative Agent receives the payment for its own account) receives an amount equal to the sum it would have received had no such deductions or withholdings been made, subject to the provisions of the U.K Tax Schedule where the Borrower is a U.K. Borrower, (ii) the amount paid to the Lender applicable withholding agent will make such deductions or Administrative Agent equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 2.8(b). To the extent any Borrower withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or assessments on payments hereunder or under any Loan Document, such Borrower and (iii) the applicable withholding agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority. In addition, the Credit Parties shall timely pay any Other Taxes to the relevant Governmental Authority within the time allowed for payment under in accordance with applicable law and shall deliver law. The Credit Parties will furnish to the Administrative Agent within 30 45 days after it has made the date the payment by any of them of any Indemnified Taxes or Other Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such authority a receipt issued payment by the applicable Credit Party. With respect to the U.S. Subfacility and the U.S. FILO Subfacility, the U.S. Credit Parties jointly and severally agree, and with respect to the Canadian Subfacility and the Canadian FILO Subfacility, the Credit Parties jointly and severally agree, to indemnify and hold harmless the Administrative Agent and each Lender, and reimburse the Administrative Agent and each Lender, within 10 days of written request therefor, for the amount of any Indemnified Taxes or Other Taxes payable or paid by the Administrative Agent or such authority (Lender or other evidence satisfactory required to be withheld or deducted in respect of any payment to the Administrative Agent) evidencing the payment of all amounts so required to be deducted Agent or withheld from such payment. Lender under any Credit Document, and any Other Taxes (c) If including any Lender or Administrative Agent is required by law to make any payments of any Indemnified Taxes and Other Taxes imposed on or in relation to any amounts received or receivable hereunder or under any other Loan Document, or any Tax is assessed against a Lender or Administrative Agent with respect attributable to amounts received or receivable hereunder or payable under any other Loan Documentthis Section 5.01), each Borrower will indemnify such person against (i) such Tax (and any reasonable counsel fees and out-of-pocket expenses associated arising therefrom or with respect thereto, whether or not such Tax) and (ii) any Indemnified Taxes or Other Taxes were correctly or legally imposed as a result of or asserted by the receipt of the payment under this Section 2.8(c)relevant Governmental Authority. A certificate prepared in good faith as to the amount of such payment or liability prepared in good faith and delivered by Lender or the Administrative Agent shall, or such Lender (or by the Administrative Agent on behalf of a Lender) shall be conclusive absent manifest error, be final, conclusive, and binding on all parties. (ib) To the extent permitted by applicable law, each Any Lender that is a Non-U.S. Participant entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to the Funds Administrator Company and the Administrative Agent, at the time or times reasonably requested by the Company or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company or the Administrative Agent, certifying as to any entitlement of such Lender to an exemption from, or a reduced rate of, withholding Tax, including, where there is a U.K. Borrower, a passport under the HMRC DT Treaty Passport Scheme. In addition, each Lender shall deliver to the Company and the Administrative Agent, at the time or times reasonably requested by the Company or the Administrative Agent, such other documentation prescribed by applicable law or reasonably requested by the Company or the Administrative Agent as will enable the Company or the Administrative Agent to determine whether such Lender is subject to backup withholding or information reporting requirements. Each Lender shall, whenever a lapse in time or change in circumstances renders such documentation (including any specific documents required below in Section 5.01(c)) expired, obsolete or inaccurate in any respect, deliver promptly to the Company and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Company or the Administrative Agent) or promptly notify the Company and the Administrative Agent in writing of its inability to do so. (c) Without limiting the generality of the foregoing, (I) solely with respect to the U.S. Subfacility or the U.S. FILO Subfacility or any borrowing by any U.S. Borrower under the Canadian Subfacility or the Canadian FILO Subfacility: (x) each U.S. Revolving Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall deliver to the Company and the Administrative Agent, on or prior to the Initial Borrowing Date date on which it becomes a party to this Agreement, (or in the case of a Lender that is an Assignee, on the date of such assignment to such Lenderi) two accurate and complete original signed copies of IRS (A) Internal Revenue Service Form W-8BEN or W-8BEN, W-8ECI, or W-8IMY -E (or any successor or other applicable form prescribed by form) claiming eligibility for benefits of an income tax treaty to which the IRS) certifying to such Lender’s entitlement to a complete exemption from, or a reduced rate in, United States withholding tax on interest payments to be made under this Agreement is a party or any Note. If (B) Internal Revenue Service Form W-8ECI (or successor form), (ii) in the case of a Lender that is a Non-U.S. Participant is claiming a complete exemption from U.S. federal withholding on interest pursuant to Tax under Section 871(h) or 881(c) of the CodeCode with respect to payments of “portfolio interest,” a certificate substantially in the form of Exhibit C (any such certificate, the Lender shall deliver (along with a “U.S. Tax Compliance Certificate”) and two accurate and complete original signed copies of IRS Internal Revenue Service Form W-8BEN or W-8BEN-E (or successor form), (iii) to the extent a certificate substantially in Lender is not the form of Exhibit 2.8(d)(i) beneficial owner (any such certificatefor example, a “Section 2.8(d)(i) Certificate”). In addition, each where the Lender that is a Non-U.S. Participant agrees that from time to time after the Initial Borrowing Date, (partnership or in the case of a Lender that is an Assignee, after the date of the assignment to such participating Lender), when a lapse in time (or change in circumstances occurs) renders the prior certificates hereunder obsolete or inaccurate in any material respect, such Lender shall, to the extent permitted under applicable law, deliver to the Funds Administrator and Administrative Agent two new and accurate and complete original signed copies of an IRS Internal Revenue Service Form W-8IMY (or successor form) of the Lender, accompanied by Form W-8ECI, Form W-8BEN, W-8ECIW-8BEN-E, or W-8IMY U.S. Tax Compliance Certificate, Form W-8IMY, and/or any other required information (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 2.8(d)(i) Certificate, to confirm or establish the entitlement to such Lender or Administrative Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or any Note. (e) Each Lender that is not a Non-U.S. Participant (other than any such Lender which is taxed as a corporation for U.S. federal income tax purposes) shall provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to Funds Administrator from each beneficial owner that would be required under this Section 5.01(c) if such beneficial owner were a Lender (provided that if the Lender is a partnership for U.S. federal income Tax purposes (and Administrative Agent certifying not a participating Lender), and one or more direct or indirect partners are claiming the portfolio interest exemption, the U.S. Tax Compliance Certificate may be provided by such Lender on behalf of such direct or indirect partner(s)) or (iv) two accurate and complete original signed copies of any other form prescribed by applicable U.S. federal income tax laws (including the 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; and (y) each Lender that is a United States person, as defined in Section 7701(a)(30) of the Code, shall deliver to the Company and the Administrative Agent, on or Administrative Agent prior to the date on which it becomes a party to this Agreement, two accurate and complete original signed copies of Internal Revenue Service Form W-9, or any successor form, certifying that such Lender is exempt from United States backup back-up withholding tax. To and (II) each Lender to the extent that Canadian Borrowers and U.K. Borrowers, if any, shall deliver to the Company and the Administrative Agent on or prior to the date on which it becomes a form provided pursuant party to this Section 2.8(eAgreement two accurate and complete original signed copies of either (x) Internal Revenue Service Form W-9, or any successor form, certifying that such Lender is rendered obsolete exempt from United States back-up withholding or inaccurate in (y) an applicable Internal Revenue Service Form W-8 certifying such Lender’s non-U.S. status. If any material respects as result of change in circumstances payment made to a Lender solely with respect to the status U.S. Subfacility or the U.S. FILO Subfacility or any borrowing by any U.S. Borrower under the Canadian Subfacility or the Canadian FILO Subfacility 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 a FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or shall deliver to the Company and the Administrative Agent, such Lender or Administrative Agent shall, to at the extent permitted by applicable law, deliver to Funds Administrator and Administrative Agent revised forms necessary to confirm or establish the entitlement to such Lender’s or Administrative Agent’s exemption from United States backup withholding tax.time or

Net Payments. (a) All Except as required by law, all payments made by Borrowers hereunder or on account of any obligation of a Credit Party under this Agreement or any Loan other Credit Document shall be made without setoff, counterclaim, or other defense. To the extent permitted by applicable law, all payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall be made by Borrowers free and clear of of, and without deduction or withholding for, for or on account of, any taxcurrent or future income, dutystamp or other taxes, levylevies, impostimposts, deductionduties, chargecharges, withholdingfees, deductions or assessment withholdings, now or hereinafter imposed hereafter imposed, levied, collected, withheld or assessed by any Governmental AuthorityAuthority (including any interest, additions to tax and penalties applicable thereto) (collectively, “Taxes”). If any Taxes that are not Excluded Taxes (“Non-Excluded Taxes”) are required to be withheld by a Withholding Agent from any amounts payable under this Agreement or any other Credit Document to an Agent or Lender, the applicable Credit Party shall increase the amounts payable to such Agent or Lender to the extent necessary to yield to such Agent or Lender (after withholding 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 or thereunder at the rates or in the amounts specified hereunder or thereunder. Whenever any withholding Taxes are payable by any Credit Party in respect of amounts payable under any Credit Document to the Administrative Agent or any Lender, promptly 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, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. The agreements in this Section 5.4 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) If In addition, each Credit Party shall pay any Borrower makes present or future stamp, documentary, filing, mortgage, recording or similar property or intangible taxes, charges or levies that arise from any payment hereunder or under any Loan Document in respect of which it is required by law to deduct or withhold any Taxes, such Borrower shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld (and any taxes withheld or imposed with respect to the additional payments required under this Section 2.8(b)) the amount paid to the Lender or Administrative Agent equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 2.8(b). To the extent any Borrower withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or assessments on payments hereunder or under any Loan Document, such Borrower shall pay the full amount deducted to the relevant Governmental Authority within the time allowed for payment under applicable law and shall deliver to the Administrative Agent within 30 days after it has made payment to such authority a receipt issued by such authority (or other evidence satisfactory to the Administrative Agent) evidencing the payment of all amounts so required to be deducted or withheld from such payment. (c) If any Lender or Administrative Agent is required by law to make any payments of any Taxes on or in relation to any amounts received or receivable Credit Party hereunder or under any other Loan DocumentCredit 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 Tax is assessed against a Lender or Administrative Agent Taxes imposed with respect to amounts received or receivable hereunder or under any an assignment (other Loan Document, each Borrower will indemnify such person against (ithan an assignment requested by a Credit Party pursuant to Section 13.7(a)) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any Taxes imposed as a result of a present or former connection between the receipt of assignor or assignee and the payment under jurisdiction imposing such Tax (other than a connection arising solely from the assignor or assignee having executed, delivered, become a party to, performed its obligations under, received or perfected a security interest under, engaged in any transaction pursuant to, or enforced this Section 2.8(cAgreement) (hereinafter referred to as “Other Taxes”). A certificate prepared in good faith as to the amount of such payment by Lender or Administrative Agent shall, absent manifest error, be final, conclusive, and binding on all parties. (i) To the extent permitted by applicable law, The Credit Parties shall jointly and severally indemnify each Lender that is a and each Agent for and hold them harmless against the full amount of Non-U.S. Participant shall deliver to the Funds Administrator Excluded Taxes and Administrative Other Taxes payable or paid by such Lender or Agent on or prior to the Initial Borrowing Date (or in as the case of a Lender that is an Assignee, on the date of such assignment to such Lendermay be) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable form prescribed by the IRS) certifying to such Lender’s entitlement to a complete exemption from, or a reduced rate in, United States withholding tax on interest payments required to be made under this Agreement withheld or any Note. If deducted from 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 2.8(d)(i) (any such certificate, a “Section 2.8(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 Funds Administrator and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 2.8(d)(i) Certificate, to confirm or establish the entitlement payment to such Lender or Administrative Agent to an exemption from, (as the case may be) imposed or reduction in, United States withholding tax asserted (whether or not correctly or legally asserted) by any jurisdiction on interest payments to be made any additional amounts or indemnities payable under this Agreement Section 5.4 and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto; provided that if any Note. (e) Each 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 provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to Funds Administrator and Administrative Agent certifying to such Lender or Administrative Agent is exempt from United States backup withholding tax. To the extent that a form provided claim pursuant to this Section 2.8(e5.4(c)(i) is rendered obsolete or inaccurate in any material respects as result of change in circumstances with respect to made later than 180 days after the status of a date on which the relevant Lender or Administrative AgentAgent had actual knowledge of the relevant Non-Excluded Taxes or Other Taxes, then the Credit Parties shall not be required to indemnify the applicable Lender or Agent for any penalties that accrue in respect of such Non-Excluded Taxes or Other Taxes after the 180th day. This indemnification shall be made within 30 days from the date such Lender or Administrative such Agent shall, to (as the extent permitted by applicable law, deliver to Funds Administrator and Administrative Agent revised forms necessary to confirm or establish the entitlement to such Lender’s or Administrative Agent’s exemption from United States backup withholding taxcase may be) makes written demand therefor.

Net Payments. (a) All Any and all payments made by Borrowers hereunder or on behalf of the Borrower or any Guarantor under this Agreement or any other Loan Document shall be made without setoff, counterclaim, or other defense. To the extent permitted by applicable law, all payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall be made by Borrowers free and clear of of, and without deduction or withholding for, for or on account of, any tax, duty, levy, impost, deduction, charge, withholding, or assessment now or hereinafter imposed by Taxes; provided that if any Governmental Authority. applicable Withholding Agent shall determine (bin such Withholding Agent’s good faith discretion) If any Borrower makes any payment hereunder or under any Loan Document in respect of which that it is or may be required by law applicable Requirements of Law to deduct or withhold any TaxesTaxes from such payments, such Borrower shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld then (and any taxes withheld or imposed with respect to the additional payments required under this Section 2.8(b)i) the amount paid applicable Withholding Agent may make such deductions or withholdings as are determined by the applicable Withholding Agent in such Withholding Agent’s good faith discretion to be required by any applicable Requirement of Law, (ii) the Lender or Administrative applicable Withholding Agent equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 2.8(b). To the extent any Borrower withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or assessments on payments hereunder or under any Loan Document, such Borrower shall timely pay the full amount deducted or withheld to the relevant Governmental Authority within in accordance with applicable Requirements of Law, and (iii) to the time allowed for extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings applicable to additional sums payable under this Section 2.17) the Administrative Agent, the Collateral Agent or the applicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made. After any payment under applicable law and of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided in this Section 2.17, the Borrower shall deliver to the Administrative Agent within 30 days after it has made payment or the Administrative Agent shall deliver to such authority the Borrower, as the case may be, the original or a certified copy of a receipt issued by such authority (or other evidence satisfactory to the Administrative Agent) Governmental Authority evidencing the payment of all amounts so required to be deducted or withheld from such payment. (c) If , a copy of any Lender or Administrative Agent is return required by law to make any payments of any Taxes on report such payment or in relation to any amounts received or receivable hereunder or under any other Loan Document, or any Tax is assessed against a Lender or Administrative Agent with respect to amounts received or receivable hereunder or under any other Loan Document, each Borrower will indemnify such person against (i) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any Taxes imposed as a result of the receipt of Bankruptcy Court acceptable to the payment under this Section 2.8(c). A certificate prepared in good faith Required Lenders as to the amount of such payment by Lender or Administrative Agent shall, absent manifest error, be final, conclusive, and binding on all partiesdistribution. (i) To the extent permitted by applicable law, each Lender that is a Non-U.S. Participant shall deliver to the Funds Administrator and Administrative Agent on or prior to the Initial Borrowing Date (or in the case of a Lender that is an Assignee, on the date of such assignment to such Lender) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable form prescribed by the IRS) certifying to such Lender’s entitlement to a complete exemption from, or a reduced rate in, United States withholding tax on interest payments to be made under this Agreement or any Note. If a Lender that is a Non-U.S. 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 2.8(d)(i) (any such certificate, a “Section 2.8(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 Funds Administrator and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 2.8(d)(i) Certificate, to confirm or establish the entitlement to such Lender or Administrative Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or any Note. (e) Each Lender that is not a Non-U.S. Participant (other than any such Lender which is taxed as a corporation for U.S. federal income tax purposes) shall provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to Funds Administrator and Administrative Agent certifying to such Lender or Administrative Agent is exempt from United States backup withholding tax. To the extent that a form provided pursuant to this Section 2.8(e) is rendered obsolete or inaccurate in any material respects as result of change in circumstances with respect to the status of a Lender or Administrative Agent, such Lender or Administrative Agent shall, to the extent permitted by applicable law, deliver to Funds Administrator and Administrative Agent revised forms necessary to confirm or establish the entitlement to such Lender’s or Administrative Agent’s exemption from United States backup withholding tax.

Net Payments. (a) All Except as otherwise required by law, all payments made by Borrowers hereunder the Borrower to any Lender or the Administrative Agent under this Agreement and/or any Loan Document shall be made without setoff, counterclaim, or other defense. To the extent permitted by applicable law, all payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall be made by Borrowers free and clear of of, and without deduction reduction for or withholding for, or on account of, any taxpresent or future income, duty, levy, impost, deduction, charge, withholding, stamp or assessment now or hereinafter imposed by any Governmental Authority. (b) If any Borrower makes any payment hereunder or under any Loan Document in respect of which it is required by law to deduct or withhold any Taxes, such Borrower shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld (and any taxes withheld or imposed with respect to the additional payments required under this Section 2.8(b)) the amount paid to the Lender or Administrative Agent equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 2.8(b). To the extent any Borrower withholds any other taxes, duties, levies, imposts, deductionsduties, charges, fees, deductions or withholdings, now or assessments on payments hereunder hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income, bank shares and franchise taxes imposed by any jurisdiction in which such Lender's principal or lending office is located or in which such Lender is engaged in a trade or business or any political subdivision or taxing authority thereof or therein (such non-excluded taxes being called "Taxes"). If any Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Lender under this Agreement and/or any Loan Document, such the Borrower shall pay the full amount deducted timely remit such taxes to the relevant Governmental Authority within imposing the time allowed for payment under applicable law same and the amounts so payable to such Lender shall deliver be increased to the Administrative Agent within 30 days after it has made payment extent necessary to yield to such authority a receipt issued Lender (after payment of all Taxes) interest or any such other amounts payable at the rates or in the amounts specified in this Agreement and/or any Loan Document. Whenever any Tax is payable by such authority (or other evidence satisfactory the Borrower, as promptly as possible thereafter, the Borrower shall send to the Administrative Agent) evidencing , for its own account or the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment of all amounts so required thereof. Without prejudice to be deducted or withheld from such payment. (c) If the foregoing, if any Lender or the Administrative Agent is required by law to make any payments payment on account of any Taxes on Taxes, the Borrower will, upon notification by the Lender or the Administrative Agent, promptly indemnify such Person against such Taxes. For purposes of this Section 2.12, the term "Taxes" includes interest, penalties and expenses payable or incurred in relation connection therewith. A certificate as to any amounts received or receivable hereunder or under any other Loan Documentadditional ain reasonable detail the calculation thereof, or any Tax is assessed against or, alternatively, including a copy of the notice from the taxing jurisdiction notifying the Lender of its liability for Taxes) payable to a Lender or Administrative Agent with respect to amounts received or receivable hereunder or under any other Loan Document, each Borrower will indemnify such person against (i) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any Taxes imposed as a result of the receipt of the payment under this Section 2.8(c). A certificate prepared in good faith as 2.12 submitted to the amount of Borrower by such payment by Lender or Administrative Agent shall, absent manifest error, be final, conclusive, conclusive and binding on for all partiespurposes upon all parties hereto. The Lender shall submit such certification or otherwise provide written notice to the Borrower within a reasonable period of time after becoming aware of any Taxes for which it is entitled to payments of additional amounts under this Section 2.12. (ib) To Prior to the extent permitted date of initial funding by applicable law, each Lender that is not incorporated under the laws of the United States of America or a Non-U.S. Participant shall state thereof, such Lender will deliver to the Funds Administrator Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224 or successor applicable form, as the case may be, certifying in each case that such Lender is entitled to receive payments under this Agreement and/or any Loan Document payable to it, without deduction or withholding of any United States federal income taxes. Each Lender that delivers to the Borrower and the Administrative Agent a Form 1001 or 4224 pursuant to the preceding sentence, and each assignee, undertakes to deliver to the Borrower and the Administrative Agent two copies of the said Form 1001 or 4224, or successor applicable forms, or other manner of certification, as the case may be, on or prior before the date that any such form previously delivered expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Initial Borrowing Date (Borrower and the Administrative Agent, and such extensions or renewals thereof as may reasonably be requested by the Borrower, certifying in the case of a Form 1001 or 4224 that such Lender that is an Assignee, on the date of such assignment entitled to such Lender) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable form prescribed by the IRS) certifying to such Lender’s entitlement to a complete exemption from, or a reduced rate in, United States withholding tax on interest receive payments to be made under this Agreement and/or any other Loan Document without deduction or withholding of 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 CodeUnited States federal income taxes, the Lender shall deliver (along with two accurate and complete original signed copies of IRS Form W-8BEN) a certificate substantially unless in the form of Exhibit 2.8(d)(i) (any such certificatecases an event (including without limitation any change in treaty, a “Section 2.8(d)(ilaw or regulation) Certificate”). In addition, each Lender that is a Non-U.S. Participant agrees that from time has occurred subsequent to time after the Initial Borrowing Date, (or in the case of a Lender that is an Assignee, after Closing Date and prior to the date of the assignment to on which any such Lender), when a lapse in time (delivery would otherwise be required which renders all such forms inapplicable or change in circumstances occurs) renders the prior certificates hereunder obsolete or inaccurate in any material respect, which would prevent such Lender shall, from duly completing and delivering any such form with respect to the extent permitted under applicable law, deliver to the Funds Administrator and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 2.8(d)(i) Certificate, to confirm or establish the entitlement to such Lender or Administrative Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or any Note. (e) it. Each 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) not able to provide the applicable form shall provide two properly completed and duly executed copies advise the Borrower that it is not capable of IRS Form W-9 (receiving payments without any deduction or any successor or other applicable form) to Funds Administrator and Administrative Agent certifying to such Lender or Administrative Agent is exempt from withholding of United States backup withholding tax. To the extent that a federaltwithstanding any other provision of this Section 2.12, no Lender shall be required to deliver any form provided pursuant to this Section 2.8(e) is rendered obsolete or inaccurate in any material respects as result of change in circumstances with respect to the status of a Lender or Administrative Agent, 2.12 that such Lender or Administrative Agent shall, is not legally able to deliver. (c) The Borrower shall not be required to pay any increased amount on account of Taxes pursuant to this Section 2.12 to any Lender to the extent permitted that such Taxes would not have been payable if such Lender had furnished a form required by applicable lawSection 2.12(b), deliver unless such failure results from any event subsequent to Funds Administrator and Administrative Agent revised forms necessary to confirm the date hereof (including without limitation any change in treaty, law or establish regulation) specified in the entitlement to such Lender’s or Administrative Agent’s exemption from United States backup withholding taxsecond sentence of Section 2.12(b).

Net Payments. (a) All Except as required by law, all payments made by Borrowers hereunder or on account of any obligation of a Credit Party under this Agreement or any Loan other Credit Document shall be made without setoff, counterclaim, or other defense. To the extent permitted by applicable law, all payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall be made by Borrowers free and clear of of, and without deduction or withholding for, for or on account of, any taxcurrent or future income, dutystamp or other taxes, levylevies, impostimposts, deductionduties, chargecharges, withholdingfees, deductions or assessment withholdings, now or hereinafter imposed hereafter imposed, levied, collected, withheld or assessed by any Governmental AuthorityAuthority (including any interest, additions to tax and penalties applicable thereto) (collectively, “Taxes”). If any Taxes that are not Excluded Taxes (“Non-Excluded Taxes”) are required to be withheld by a Withholding Agent from any amounts payable under this Agreement or any other Credit Document to an Agent or Lender, the applicable Credit Party shall increase the amounts payable to such Agent or Lender to the extent necessary to yield to such Agent or Lender (after withholding 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 or thereunder at the rates or in the amounts specified hereunder or thereunder. Whenever any withholding Taxes are payable by any Credit Party in respect of amounts payable under any Credit Document to the Administrative Agent or any Lender, promptly 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, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. The agreements in this Section 5.4 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) If In addition, each Credit Party shall pay any Borrower makes present or future stamp, documentary, filing, mortgage, recording or similar property or intangible taxes, charges or levies that arise from any payment hereunder or under any Loan Document in respect of which it is required by law to deduct or withhold any Taxes, such Borrower shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld (and any taxes withheld or imposed with respect to the additional payments required under this Section 2.8(b)) the amount paid to the Lender or Administrative Agent equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 2.8(b). To the extent any Borrower withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or assessments on payments hereunder or under any Loan Document, such Borrower shall pay the full amount deducted to the relevant Governmental Authority within the time allowed for payment under applicable law and shall deliver to the Administrative Agent within 30 days after it has made payment to such authority a receipt issued by such authority (or other evidence satisfactory to the Administrative Agent) evidencing the payment of all amounts so required to be deducted or withheld from such payment. (c) If any Lender or Administrative Agent is required by law to make any payments of any Taxes on or in relation to any amounts received or receivable Credit Party hereunder or under any other Loan DocumentCredit 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 Tax is assessed against a Lender or Administrative Agent Taxes imposed with respect to amounts received or receivable hereunder or under any an assignment (other Loan Document, each Borrower will indemnify such person against (ithan an assignment requested by a Credit Party pursuant to Section 13.7(a)) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any Taxes imposed as a result of a present or former connection between the receipt assignor or assignee and the jurisdiction imposing such Tax (other than a connection arising solely from the assignor or assignee having executed, delivered, become a party to, performed its obligations under, received or perfected a security interest under, engaged in any transaction pursuant to, or enforced this Agreement) (hereinafter referred to as “Other Taxes”). (i) The Credit Parties shall jointly and severally indemnify each Lender and each Agent for and hold them harmless against the full amount of Non-Excluded Taxes and Other Taxes payable or paid by such Lender or Agent (as the case may be) or required to be withheld or deducted from a payment to such Lender or Agent (as the case may be) imposed or asserted (whether or not correctly or legally asserted) by any jurisdiction on any additional amounts or indemnities payable under this Section 2.8(c5.4 and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto; provided that if any claim pursuant to this Section 5.4(c)(i) is made later than 180 days after the date on which the relevant Lender or Agent had actual knowledge of the relevant Non-Excluded Taxes or Other Taxes, then the Credit Parties shall not be required to indemnify the applicable Lender or Agent for any penalties that accrue in respect of such Non-Excluded Taxes or Other Taxes after the 180th day. This indemnification shall be made within 30 days from the date such Lender or such Agent (as the case may be) makes written demand therefor. (ii) Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Non-Excluded Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of Credit Parties to do so), (y) the Administrative Agent and the Credit Parties, as applicable, against any Taxes attributable to such ▇▇▇▇▇▇’s failure to comply with the provisions of Section 13.6(d)(ii) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender that are payable or paid by the Administrative Agent or the 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 prepared in good faith as to the amount of such payment or liability delivered to any Lender by Lender or the Administrative Agent shall, shall be conclusive absent manifest error, be final, conclusive, . Each Lender hereby authorizes the Administrative Agent to set off and binding on apply any and all partiesamounts 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). (id) To 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 payments to be made pursuant to this Agreement or any other Credit Document to be made without, or at a reduced rate of, withholding or (B) as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation obsolete, expired or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. Notwithstanding anything herein to the contrary, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 5.4(d)(i) (other than clause (E) thereof), 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 applicable 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. Participant shall Lender”) shall: (i) deliver to the Funds Administrator Borrower and the Administrative Agent on or prior before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the Initial Borrowing Date request of the Borrower or the Administrative Agent) two properly executed copies of whichever of the following is applicable: (or A) in the case of a Non-U.S. Lender claiming the benefits of an income tax treaty to which the United States is a party, (x) with respect to payments of interest under any Credit Document, United States Internal Revenue Service Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Credit Document, United States Internal Revenue Service Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such treaty; (B) United States Internal Revenue Service Form W-8ECI; (C) in the case of Non-U.S. Lender claiming exemption from U.S. federal withholding Tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” United States Internal Revenue Service Form W-8BEN or W-8BEN-E (together with a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a 10 percent shareholder of the Borrower (or, if the Borrower is an Assigneeentity disregarded as an entity separate from its sole owner, on such sole owner) within the date meaning of Section 871(h)(3)(B) of the Code and is not a controlled foreign corporation related to the Borrower (or, if the Borrower is an entity disregarded as an entity separate from its sole owner, such assignment sole owner) within the meaning of Section 881(c)(3)(C) of the Code, substantially in the form of Exhibit L-1 (a “United States Tax Compliance Certificate”)); (D) to such 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) two accurate and complete original signed copies of IRS ), United States Internal Revenue Service Form W-8BEN, W-8ECI, or W-8IMY (or any successor forms) of the Non-U.S. Lender, accompanied by a Form W-8ECI, W-8BEN or W-8BEN-E, a United States Tax Compliance Certificate substantially in the form of Exhibit L-2 or Exhibit L-3, Form W-9, Form W-8IMY or any other required information from each Beneficial Owner, as applicable (provided that, if the applicable Non-U.S. Lender is a partnership and one or more direct or indirect Beneficial Owners of such Non-U.S. Lender are claiming the portfolio interest exemption, a United States Tax Compliance Certificate substantially in the form of Exhibit L-4 may be provided by such Non-U.S. Lender on behalf of each such Beneficial Owner), or (E) any other form prescribed by applicable U.S. federal income Tax laws (including the IRSUnited States Treasury Regulations) certifying to such Lender’s entitlement to 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 inof, United States U.S. federal withholding tax Tax on interest payments by the Borrower under this Agreement; and (ii) deliver to be 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 in any respect and promptly after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it to the Borrower; unless in any such case such Lender is not legally entitled to duly complete and deliver any such form or certification with respect to it. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such 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 Note. If a other Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender that is a Non-U.S. Participant is claiming a complete exemption from withholding on interest pursuant were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 881(c1471(b) or 1472(b) of the Code, the as applicable), such 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 2.8(d)(i) (any such certificate, a “Section 2.8(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 lawWithholding Agent, deliver to at the Funds Administrator and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, time or W-8IMY (or any successor or other applicable forms times prescribed by law and at such time or times reasonably requested by the IRS), and if applicable, a new Section 2.8(d)(i) Certificate, to confirm or establish the entitlement to such Lender or Administrative Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or any Note. (e) Each Lender that is not a Non-U.S. Participant (other than any such Lender which is taxed as a corporation for U.S. federal income tax purposes) shall provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to Funds Administrator and Administrative Agent certifying to such Lender or Administrative Agent is exempt from United States backup withholding tax. To the extent that a form provided pursuant to this Section 2.8(e) is rendered obsolete or inaccurate in any material respects as result of change in circumstances with respect to the status of a Lender or Administrative Withholding Agent, such Lender or Administrative 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 shallas 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 extent permitted by applicable lawamount to deduct and withhold from such payment. Solely for purposes of this Section 5.4(e), deliver “FATCA” shall include any amendments made to Funds Administrator and Administrative Agent revised forms necessary to confirm or establish FATCA after the entitlement to such Lender’s or Administrative Agent’s exemption from United States backup withholding taxClosing Date.

Net Payments. (a) All payments made by Borrowers Borrower hereunder to or under for the benefit of any Loan Document Lender or the Agent shall be made without setoff, counterclaim, counterclaim or other defense. To the extent permitted by applicable lawExcept as provided in Subsection 3.9.2 (b) below, all such payments hereunder and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall will be made by Borrowers free and clear of of, and without deduction or withholding for, any present or account offuture taxes, any taxlevies, dutyimposts, levyduties, impostfees, deduction, charge, withholdingassessments, or assessment other charges of whatever nature now or hereinafter hereafter imposed by any Governmental Authority. jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (b) If but excluding any Borrower makes any payment hereunder tax imposed on or under any Loan Document measured by the net income or profits of the Lender or the Agent, as the case may be, pursuant to the laws of the jurisdiction in respect of which it is organized) together with all interest, penalties or similar liabilities with respect thereto (collectively, "Covered Taxes"). If Borrower shall be required by law to deduct any Covered Taxes from any sum payable hereunder to any Lender or withhold any Taxesthe Agent, such Borrower (A) the sum payable shall increase the payment hereunder or under any such Loan Document such be increased as may be necessary so that after the reduction for the amount making all required deductions of Covered Taxes withheld (and any taxes withheld or imposed with respect including deductions of Covered Taxes applicable to the additional payments required sums payable under this Section 2.8(b)) such Lender or the Agent, as the case may be, receives an amount paid equal to the Lender or Administrative Agent equals the amount that was payable hereunder or under any sum it would have received had no such Loan Document without regard to this Section 2.8(b). To the extent any deductions been made, (B) Borrower withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or assessments on payments hereunder or under any Loan Document, shall make such deductions and (C) Borrower shall pay the full amount so deducted to the relevant Governmental Authority taxation authority or other authority in accordance with applicable law. Borrower shall furnish to the Agent within 45 days after the time allowed date the payment of any Covered Taxes is due certified copies of tax receipts evidencing such payment by Borrower. Borrower agrees to indemnify and hold harmless the Lenders and the Agent and reimburse each of them, as the case may be, for payment the amount of any Covered Taxes so levied or imposed and paid by them. (b) Each Lender which is organized under applicable law and the laws of a jurisdiction other than the United States or any State thereof (a "Foreign Lender") shall deliver to the Administrative Agent within 30 days after it has made payment to such authority a receipt issued by such authority (or other evidence satisfactory to the Administrative Agent) evidencing the payment of all amounts so required to be deducted or withheld from such payment. (c) If any Lender or Administrative Agent is required by law to make any payments of any Taxes on or in relation to any amounts received or receivable hereunder or under any other Loan Document, or any Tax is assessed against a Lender or Administrative Agent with respect to amounts received or receivable hereunder or under any other Loan Document, each and Borrower will indemnify such person against (i) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any Taxes imposed as a result of the receipt of the payment under this Section 2.8(c). A certificate prepared in good faith as to the amount of such payment by Lender or Administrative Agent shalltwo valid, absent manifest error, be final, conclusive, and binding on all parties. (i) To the extent permitted by applicable law, each Lender that is a Non-U.S. Participant shall deliver to the Funds Administrator and Administrative Agent on or prior to the Initial Borrowing Date (or in the case of a Lender that is an Assignee, on the date of such assignment to such Lender) two accurate and complete original signed duly completed copies of IRS Form W-8BENW-8ECI and W-8BEN or successor applicable form, W-8ECIas the case may be, and any other required form, certifying in each case that such Foreign Lender is entitled to receive payments under this Agreement and the Revolving Loan Notes payable to it without deduction or W-8IMY (withholding of any United States federal income taxes or any successor or other applicable form prescribed by the IRS) certifying to with such Lender’s entitlement to a complete exemption from, or withholding imposed at a reduced rate in(the "Reduced Rate"), United States withholding tax on interest payments to be made under this Agreement or any Note. If (ii) 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 Codevalid, the Lender shall deliver (along with two accurate and complete original signed copies of duly completed IRS Form W-8BEN) a certificate substantially in the form of Exhibit 2.8(d)(i) (any such certificateW-8 or W-9 or successor applicable form, a “Section 2.8(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 as 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 shallmay be, to the extent permitted under applicable law, deliver to the Funds Administrator and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 2.8(d)(i) Certificate, to confirm or establish the entitlement to such Lender or Administrative Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or any Note. (e) Each Lender that is not a Non-U.S. Participant (other than any such Lender which is taxed as a corporation for U.S. federal income tax purposes) shall provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to Funds Administrator and Administrative Agent certifying to such Lender or Administrative Agent is exempt from United States backup withholding tax. To Each such Lender shall also deliver to Agent and Borrower two further copies of said Form W-8ECI or W-8BEN and W-8 or W-9, or successor applicable forms, or other manner of required certification, as the extent case may be, on or before the date that a any such form provided pursuant to this Section 2.8(e) is rendered expires or becomes obsolete or inaccurate otherwise is required to be resubmitted as a condition to obtaining an exemption from a required withholding of United States federal income tax or entitlement to having such withholding imposed at the Reduced Rate or after the occurrence of any event requiring a change in the most recent form previously delivered by it to Borrower and Agent, and such extensions or renewals thereof as may reasonably be requested by Borrower and Agent, certifying (i) in the case of a Form W-8ECI or W-8BEN that such Lender is entitled to receive payments under this Agreement and the Revolving Loan Notes payable to it without deduction or withholding of any United States federal income taxes, unless in any material respects as result of such case any change in circumstances a tax treaty to which the United States is a party, or any change in law or regulation of the United States or official interpretation thereof has occurred after the Closing Date and prior to the date on which any such delivery would otherwise be required that renders all such forms inapplicable or that would prevent such Foreign Lender from duly completing and delivering any such form with respect to it, and such Foreign Lender advises the status Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding at the Reduced Rate, or (ii) in the case of a Lender Form W-8 or Administrative AgentW-9, such Lender or Administrative Agent shall, to the extent permitted by applicable law, deliver to Funds Administrator and Administrative Agent revised forms necessary to confirm or establish the entitlement to such Lender’s or Administrative Agent’s establishing an exemption from United States backup withholding tax.

Net Payments. (a) All payments made by Borrowers the Company hereunder or under any other Loan Document to or for the benefit of any Bank, any Issuing Bank, the Collateral Agent or the Administrative Agent shall be made without setoffset-off, counterclaim, counterclaim or other defense. To the extent permitted by applicable law, all payments hereunder defense and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall be made by Borrowers free and clear of of, and without deduction or withholding for, or account ofany Taxes. In addition, any tax, duty, levy, impost, deduction, charge, withholding, or assessment now or hereinafter imposed by any Governmental Authoritythe Company shall pay all Other Taxes. (b) If The Company agrees to indemnify and hold harmless each Bank, the Issuing Bank, the Collateral Agent and the Administrative Agent for the full amount of Taxes or Other Taxes (including any Borrower makes additional Taxes or Other Taxes imposed by any payment jurisdiction on amounts payable under this Section 4.09(b)) paid by any Bank, any Issuing Bank, the Collateral Agent or the Administrative Agent in respect of any sum payable hereunder or under any other Loan Document in respect of which it is (including penalties, interest, additions to tax and any reasonable expenses). Payment under this indemnification shall be made within 30 days after the date any Bank, any Issuing Bank, the Collateral Agent or the Administrative Agent makes written demand therefor. (c) If the Company shall be required by law to deduct or withhold any Taxes, such Borrower shall increase the payment Taxes or Other Taxes from or in respect of any sum payable hereunder (or under any such other Loan Document such Document) to any Bank, any Issuing Bank, the Collateral Agent or the Administrative Agent, then: (i) the sum payable shall be increased as necessary so that after the reduction for the amount making all such required deductions and withholdings of Taxes withheld or Other Taxes (including deductions and any taxes withheld or imposed with respect withholdings applicable to the additional payments required sums payable under this Section 2.8(b4.09), such Bank, such Issuing Bank, the Collateral Agent or the Administrative Agent receives an amount equal to the sum it would have received had no such deductions or withholdings been made; (ii) the amount paid to Company shall make such deductions and withholdings; and (iii) the Lender or Administrative Agent equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 2.8(b). To the extent any Borrower withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or assessments on payments hereunder or under any Loan Document, such Borrower Company shall pay the full amount deducted or withheld to the relevant Governmental Authority within taxing authority or other authority in accordance with applicable law. (d) Within 30 days after the time allowed for date of any payment under applicable law and by the Company of Taxes or Other Taxes, the Company shall deliver furnish to the Administrative Agent within 30 days after it has made payment to such authority the original or a certified copy of a receipt issued by such authority (evidencing payment thereof, or other evidence of payment satisfactory to the Administrative Agent if available from the appropriate taxing authority. (e) If the Company would be required to pay additional amounts to any Bank pursuant to paragraph (b) or (c) of this Section 4.09, then such Bank shall use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its lending office so as to eliminate the obligation of the Company to pay any such additional amounts which may thereafter accrue or to indemnify such Bank in the future, if such change in the reasonable judgment of such Bank is not otherwise materially disadvantageous to such Bank. (i) Any Bank not organized under the laws of the United States shall furnish to the Company or the Administrative Agent, two copies of IRS Form 1001, IRS Form 4224 or IRS Form W-8, or successor applicable form (which shall be accurate and complete) evidencing as may be required to establish, as of the date of this Agreement, an exemption from U.S. withholding taxes or backup withholding taxes in respect of payments made under any Loan Document. In the event that a Bank assigns all or a portion of its rights and obligations under this Agreement, pursuant to Section 11.07, each assignee shall furnish to the Company or the Administrative Agent two copies of IRS Form 1001, IRS Form 4224 or IRS Form W-8, or successor applicable form (which shall be accurate and complete) as may be required to establish, as of the date of the assignment, a full exemption from U.S. withholding taxes or back-up withholding taxes in respect of payments made under this Agreement. The Company and the Administrative Agent shall be entitled to rely upon the accuracy of any such forms, documents or other information furnished to it by any Person and shall have no obligation to make any additional payment or indemnify any Person for any taxes, interest or penalties that would not have become payable by such Person had such documentation been accurate. (ii) Each Bank that is not organized under the laws of all amounts the United States (including any assignee pursuant to Section 11.07 that is not organized under the laws of the United States) shall also deliver to the Company or the Administrative Agent two further copies of said Form 1001, Form 4224, or Form W-8, or successor applicable forms, as the case may be, when requested to do so by the Company or the Administrative Agent on or before the date that any such form expires or becomes obsolete or otherwise is required to be deducted resubmitted as a condition to obtaining an exemption from a required withholding of U.S. federal income tax or withheld from such payment. (c) If after the occurrence of any Lender or event requiring a change in the most recent form previously delivered by it to the Administrative Agent or the Company, and such extensions or renewals thereof as may reasonably be requested by the Company or the Administrative Agent, certifying that such Bank is required by law entitled to make any receive payments of any Taxes on or in relation to any amounts received or receivable hereunder or under any other Loan DocumentDocuments without deduction or withholding of any U.S. federal income taxes, unless in any such case an event outside the control of such Bank (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any Tax is assessed against a Lender such delivery would otherwise be required which renders all such forms inapplicable or Administrative Agent which would prevent such Bank from duly completing and delivering any such form with respect to amounts received it and such Bank so advises the Company or receivable hereunder the Administrative Agent. No Bank shall be required to provide a form described in the preceding sentence unless it is legally entitled to do so at the time such form is requested by the Company, and the inability to provide any such form shall not be considered a failure to comply with the provisions of this Section 4.09(f) unless such inability results from any event that is not outside the control of such Bank. (iii) In the event that any Bank shall furnish a Form W-8 to the Company or under any other Loan Document, each Borrower will indemnify such person against the Administrative Agent pursuant to (i) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and or (ii) above, such Bank shall also certify that any Taxes imposed payments pursuant to this Agreement are not received by such Bank as a result an extension of credit entered into in the receipt ordinary course of the payment under this Section 2.8(c). A certificate prepared in good faith as to the amount of such payment by Lender or Administrative Agent shall, absent manifest error, be final, conclusive, and binding on all partiesits business. (ig) To Notwithstanding any other provision of this Section 4.09 to the contrary, the Company shall not be required to pay any additional amounts pursuant to this Section 4.09 to the extent permitted by applicable lawthat such additional amounts relate to Taxes or Other Taxes (including obligations to deduct or withhold amounts with respect thereto) that result solely from a failure of any Bank, each Lender that is a Non-U.S. Participant shall deliver or assignee thereof, to the Funds Administrator and Administrative Agent comply with Section 4.09(f) on or prior to before the Initial Borrowing Effective Date (or or, in the case of a Lender that is an Assigneeassignee, on the date of such assignment to such Lender) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable form prescribed by the IRS) certifying to such Lender’s entitlement to a complete exemption from, or a reduced rate in, United States withholding tax on interest payments to be made under this Agreement or any Note. If a Lender that is a Non-U.S. 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 2.8(d)(i) (any such certificate, a “Section 2.8(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 Funds Administrator and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 2.8(d)(i) Certificate, to confirm or establish the entitlement to such Lender or Administrative Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or any Notebecomes effective. (e) Each 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 provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to Funds Administrator and Administrative Agent certifying to such Lender or Administrative Agent is exempt from United States backup withholding tax. To the extent that a form provided pursuant to this Section 2.8(e) is rendered obsolete or inaccurate in any material respects as result of change in circumstances with respect to the status of a Lender or Administrative Agent, such Lender or Administrative Agent shall, to the extent permitted by applicable law, deliver to Funds Administrator and Administrative Agent revised forms necessary to confirm or establish the entitlement to such Lender’s or Administrative Agent’s exemption from United States backup withholding tax.

Net Payments. (a) All payments made by Borrowers or on behalf of any Borrower to or on behalf of any Lender or Agent hereunder or under any Loan Document shall will be made without recoupment, setoff, counterclaim, or other defense. To the extent permitted by applicable law, all payments hereunder and under any of the Loan Document Documents (including, without limitation, any payment payments on account of principal, principal and interest, or and fees) to, or for the benefiton behalf, of any Person shall be made by or on behalf of Borrowers free and clear of and without deduction or withholding for, or on account of, any tax, duty, levy, impost, deduction, charge, withholding, or assessment Taxes whatever nature now or hereinafter hereafter imposed by any Governmental Authority. (b) If any Borrower makes any payment hereunder or under any Loan Document in respect of which it is required by law to deduct or withhold any TaxesTaxes subject to Section 4.7(d) below, such Borrower shall increase the payment hereunder or under any such Loan Document such that after the reduction for the net amount of Taxes withheld (and any taxes withheld or imposed with respect to the additional payments required under this Section 2.8(b)) the amount paid to received by the Lender or Administrative Agent equals the net amount that was payable hereunder would have been received had no such deduction or under any withholding occurred. Notwithstanding the foregoing, no increased payment will be made to the extent that the Taxes giving rise to such Loan Document without regard to this Section 2.8(b)increased payment would not have been imposed, deducted or withheld but for the payment in a non-cooperative State or territory (Etat ou territoire non coopératif) within the meaning of Article 238. OA of the French tax code. To the extent any Borrower withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or assessments Taxes on payments hereunder or under any Loan Document, such Borrower shall pay the full amount to be deducted or withheld to the relevant taxation or other Governmental Authority within the time allowed for such payment under applicable law and shall deliver to the Administrative Agent within 30 days after it has made such payment to such the applicable authority a receipt issued by such authority (or other evidence satisfactory to the Administrative Agent) evidencing the payment to such authority of all amounts so required to be deducted or withheld from such paymentpayment or such other evidence of payment that is reasonably satisfactory to Administrative Agent. (ci) If any Lender or Administrative Agent on its behalf, is required by law to make any payments payment on account of any Taxes on or in relation to any amounts amount received or receivable hereunder or under any other Loan Document or from the execution, delivery, registration, recording or enforcement of any Loan Document, or any Tax is assessed against a Lender or Administrative Agent with respect to amounts received or receivable hereunder or under any other Loan Document, each or from the execution, delivery, registration, recording or enforcement of any Loan Document the applicable Borrower will promptly indemnify such person against (i) such Tax payment or cost, loss or liability, together with any interest, penalties and expenses (and any reasonable including counsel fees and expenses associated with such Tax) and (ii) any Taxes taxes imposed as a result of the receipt of the payment under this Section 2.8(c4.7(c). A certificate prepared (showing in good faith reasonable detail the basis for such calculation) as to the amount of such payment by such Lender or Administrative Agent shallon its behalf, absent manifest error, shall be final, conclusive, and binding upon on all parties; and (ii) Each Lender and each Facing Agent shall indemnify the Administrative Agent within ten (10) days after demand therefor, for the full amount of any Excluded Taxes, together with any interest, penalties and expenses (including counsel fees and expenses associated with such Excluded Tax) and any taxes imposed as a result of the receipt of the payment under this Section 4.7(c)(ii), attributable to such Lender that are payable or paid by Administrative Agent, whether or not such Excluded 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 Administrative Agent shall be conclusive absent manifest error. Each Lender and each Facing Agent hereby authorize Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or Facing Agent, as the case may be, under any Loan Document against any amount due to Administrative Agent under this Section. The agreements in this section shall survive the resignation and/or replacement of Administrative Agent. The U.S. Borrower shall also indemnify Administrative Agent, within ten (10) days after demand therefor, for any amount attributable to Excluded Taxes, together with any interest, penalties and expenses (including counsel fees and expenses associated with such Excluded Tax) and any taxes imposed as a result of the receipt of the payment under this Section 4.7(c)(ii), in each case, arising under FATCA which a Lender or a Facing Agent for any reason fails to pay indefeasibly to Administrative Agent as required by this Section 4.7(c)(ii); provided, that such Lender or Facing Agent, as the case may be, shall indemnify the U.S. Borrower to the extent of any payment the U.S. Borrower makes to Administrative Agent pursuant to this Section 4.7(c)(ii). (d) (i) To the extent permitted by applicable law, each Lender or Agent that is a Non-U.S. Participant (other than a Canadian Revolving Lender that has only a Canadian Revolving Commitment) shall deliver to the Funds Administrator 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 or Agent’s entitlement to a complete exemption from, or a reduced rate inof, 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 871(h) or Section 881(c) of the Code, the Lender shall deliver (along with two accurate and complete original signed copies of IRS Form W-8BEN) a certificate substantially in the form of Exhibit 2.8(d)(i4.7(d) (any such certificate, a “Section 2.8(d)(i4.7(d)(i) Certificate”). In addition, each Lender and Agent that is a Non-U.S. Participant (other than a Canadian Revolving Lender that has only a Canadian Revolving Commitment) agrees that from time to time after the Initial Borrowing Date, (or in the case of 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 or Agent shall, to the extent permitted under applicable law, deliver to the Funds Administrator 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 2.8(d)(i4.7(d)(i) Certificate, to confirm or establish the entitlement to such Lender or Administrative Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or any Note. (e) Each 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 provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to Funds Administrator and Administrative Agent certifying to such Lender or Administrative Agent is exempt from United States backup withholding tax. To the extent that a form provided pursuant to this Section 2.8(e) is rendered obsolete or inaccurate in any material respects as result of change in circumstances with respect to the status of a Lender or Administrative Agent, such Lender or Administrative Agent shall, to the extent permitted by applicable law, deliver to Funds Administrator and Administrative Agent revised forms necessary to confirm or establish the entitlement to such Lender’s or Administrative Agent’s exemption from United States backup withholding tax.

Net Payments. (a) All payments made by Borrowers the Company hereunder or under any other Loan Document to or for the benefit of any Bank, any Issuing Bank, the Collateral Agent or the Administrative Agent shall be made without setoffset-off, counterclaim, counterclaim or other defense. To the extent permitted by applicable law, all payments hereunder defense and under any Loan Document (including, without limitation, any payment of principal, interest, or fees) to, or for the benefit, of any Person shall be made by Borrowers free and clear of of, and without deduction or withholding for, or account ofany Taxes. In addition, any tax, duty, levy, impost, deduction, charge, withholding, or assessment now or hereinafter imposed by any Governmental Authoritythe Company shall pay all Other Taxes. (b) If The Company agrees to indemnify and hold harmless each Bank, the Issuing Bank, the Collateral Agent and the Administrative Agent for the full amount of Taxes or Other Taxes (including any Borrower makes additional Taxes or Other Taxes imposed by any payment jurisdiction on amounts payable under this Section 4.09(b)) paid by any Bank, any Issuing Bank, the Collateral Agent or the Administrative Agent in respect of any sum payable hereunder or under any other Loan Document in respect of which it is (including penalties, interest, additions to tax and any reasonable expenses). (c) Payment under this indemnification shall be made within 30 days after the date any Bank, any Issuing Bank, the Collateral Agent or the Administrative Agent makes written demand therefor. (d) If the Company shall be required by law to deduct or withhold any Taxes, such Borrower shall increase the payment Taxes or Other Taxes from or in respect of any sum payable hereunder (or under any such other Loan Document such Document) to any Bank, any Issuing Bank, the Collateral Agent or the Administrative Agent, then: (i) the sum payable shall be increased as necessary so that after the reduction for the amount making all such required deductions and withholdings of Taxes withheld or Other Taxes (including deductions and any taxes withheld or imposed with respect withholdings applicable to the additional payments required sums payable under this Section 2.8(b4.09), such Bank, such Issuing Bank, the Collateral Agent or the Administrative Agent receives an amount equal to the sum it would have received had no such deductions or withholdings been made; (ii) the amount paid to Company shall make such deductions and withholdings; and (iii) the Lender or Administrative Agent equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 2.8(b). To the extent any Borrower withholds any taxes, duties, levies, imposts, deductions, charges, withholdings, or assessments on payments hereunder or under any Loan Document, such Borrower Company shall pay the full amount deducted or withheld to the relevant Governmental Authority within taxing authority or other authority in accordance with applicable law. (e) Within 30 days after the time allowed for date of any payment under applicable law and by the Company of Taxes or Other Taxes, the Company shall deliver furnish to the Administrative Agent within 30 days after it has made payment to such authority the original or a certified copy of a receipt issued by such authority (evidencing payment thereof, or other evidence of payment satisfactory to the Administrative Agent if available from the appropriate taxing authority. (f) If the Company would be required to pay additional amounts to any Bank pursuant to paragraph (b) or (c) of this Section 4.09, then such Bank shall use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its lending office so as to eliminate the obligation of the Company to pay any such additional amounts which may thereafter accrue or to indemnify such Bank in the future, if such change in the reasonable judgment of such Bank is not otherwise materially disadvantageous to such Bank. (i) Any Bank not organized under the laws of the United States shall furnish to the Company or the Administrative Agent, two copies of IRS Form W- 8BEN or W-8ECI, or successor applicable form (which shall be accurate and complete) evidencing as may be required to establish, as of the date of this Agreement, an exemption from U.S. withholding taxes or backup withholding taxes in respect of payments made under any Loan Document. In the event that a Bank assigns all or a portion of its rights and obligations under this Agreement, pursuant to Section 11.07, each assignee shall furnish to the Company or the Administrative Agent two copies of IRS Form W-8BEN or W-8ECI, or successor applicable form (which shall be accurate and complete) as may be required to establish, as of the date of the assignment, a full exemption from U.S. withholding taxes or back-up withholding taxes in respect of payments made under this Agreement. The Company and the Administrative Agent shall be entitled to rely upon the accuracy of any such forms, documents or other information furnished to it by any Person and shall have no obligation to make any additional payment or indemnify any Person for any taxes, interest or penalties that would not have become payable by such Person had such documentation been accurate. (ii) Each Bank that is not organized under the laws of all amounts the United States (including any assignee pursuant to Section 11.07 that is not organized under the laws of the United States) shall also deliver to the Company or the Administrative Agent two further copies of said Form W-8BEN or W-8ECI, or successor applicable forms, as the case may be, when requested to do so by the Company or the Administrative Agent on or before the date that any such form expires or becomes obsolete or otherwise is required to be deducted resubmitted as a condition to obtaining an exemption from a required withholding of U.S. federal income tax or withheld from such payment. (c) If after the occurrence of any Lender or event requiring a change in the most recent form previously delivered by it to the Administrative Agent or the Company, and such extensions or renewals thereof as may reasonably be requested by the Company or the Administrative Agent, certifying that such Bank is required by law entitled to make any receive payments of any Taxes on or in relation to any amounts received or receivable hereunder or under any other Loan DocumentDocuments without deduction or withholding of any U.S. federal income taxes or at a reduced rate, unless in any such case an event outside the control of such Bank (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any Tax is assessed against a Lender such delivery would otherwise be required which renders all such forms inapplicable or Administrative Agent which would prevent such Bank from duly completing and delivering any such form with respect to it and such Bank so advises the Company or the Administrative Agent. No Bank shall be required to provide a form described in the preceding sentence unless it is legally entitled to do so at the time such form is requested by the Company. (h) The Company shall not be required to pay any additional amounts received pursuant to this Section 4.09 to the extent that such additional amounts relate to Taxes or receivable hereunder Other Taxes (including obligations to deduct or under withhold amounts with respect thereto) for any other Loan Document, each Borrower will indemnify such person against period (i) that would not have been imposed but for the failure of a Bank or any assignee thereof, to comply with Section 4.09(f) hereof (other than if such Tax (and any reasonable counsel fees and expenses associated with such Taxfailure is due to a change in law, regulation or treaty occurring after the date on which a form originally was required to be provided) and or (ii) any Taxes that are attributable to U.S. withholding taxes imposed (x) on the date the Bank becomes a Lender under this Agreement or (y) other than as a result of the receipt of the payment under this Section 2.8(c). A certificate prepared a change in good faith as to the amount of such payment by Lender or Administrative Agent shall, absent manifest error, be final, conclusive, and binding on all parties. (i) To the extent permitted by applicable law, each Lender that is a Non-U.S. Participant shall deliver to the Funds Administrator and Administrative Agent on regulation 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 in, United States withholding tax on interest payments to be made under this Agreement or any Notetreaty. If a Lender that is Bank becomes subject to Taxes because of its failure to deliver a Non-U.S. Participant is claiming a complete exemption from withholding on interest pursuant to Section 881(c) of the Codeform required hereunder, the Lender Company shall deliver (along with two accurate and complete original signed copies of IRS Form W-8BEN) a certificate substantially in take such steps as the form of Exhibit 2.8(d)(i) (any Bank shall reasonably request to assist such certificate, a “Section 2.8(d)(i) Certificate”). In addition, each Lender that is a Non-U.S. Participant agrees that from time Bank 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 recover such Lender), when a lapse in time (or change in circumstances occurs) renders the prior certificates hereunder obsolete or inaccurate in any material respect, such Lender shall, to the extent permitted under applicable law, deliver to the Funds Administrator and Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Section 2.8(d)(i) Certificate, to confirm or establish the entitlement to such Lender or Administrative Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made under this Agreement or any NoteTaxes. (e) Each 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 provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to Funds Administrator and Administrative Agent certifying to such Lender or Administrative Agent is exempt from United States backup withholding tax. To the extent that a form provided pursuant to this Section 2.8(e) is rendered obsolete or inaccurate in any material respects as result of change in circumstances with respect to the status of a Lender or Administrative Agent, such Lender or Administrative Agent shall, to the extent permitted by applicable law, deliver to Funds Administrator and Administrative Agent revised forms necessary to confirm or establish the entitlement to such Lender’s or Administrative Agent’s exemption from United States backup withholding tax.