Common use of No Deduction for Certain Taxes Clause in Contracts

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing Lender, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing Lender, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14), such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the any Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing Lender, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, it by the jurisdiction under the laws of which such Lender, the Issuing Lender, Lender or the Administrative Agent (as the case may be) is organized organized, or the jurisdiction of such Person’s Lending Office, or any political subdivision of the such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction). If the any Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing Lender, or the Administrative Agent, (iA) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14), such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the a Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (iiB) the Borrower Borrowers shall make such deductions; and (iiiC) the Borrower Borrowers shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable lawLegal Requirement.

No Deduction for Certain Taxes. Any and all payments by or on account of any Obligations of the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including all backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or withholdingspenalties applicable thereto (collectively, and all liabilities with respect thereto“Taxes”), except as required by applicable law, excluding, (i) in the case of each Lender, the Issuing LenderBank, and the Administrative Agent, taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing Lender, Bank or the Administrative Agent (as the case may be) is organized or any political subdivision of the such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes or by the jurisdiction of such LenderBank’s Applicable Lending Office or any political subdivision of such jurisdictionjurisdiction and (ii) any U.S. federal withholding tax imposed pursuant to Sections 1471 through 1474 of the Code (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), including any current or future implementing Treasury Regulations and administrative pronouncements thereunder (collectively, “FATCA”), and (iii) any withholding tax imposed on amounts payable to or for the account of any Bank or the Administrative Agent with respect to an applicable interest in an Advance or Commitment pursuant to a law in effect on the date on which such Bank or the Administrative Agent acquires such interest in the Advance or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.14) or designates a new Applicable Lending Office, except in each case to the extent that, pursuant to this Section 2.11(a) or Section 2.11(c), amounts with respect to such Taxes were payable either to such Bank’s or the Administrative Agent’s assignor immediately before such Person became a party hereto or to such Bank immediately before it changed its Applicable Lending Office (all such excluded Taxes in respect of payments hereunder or under any Credit Document being referred to as “Excluded Taxes”, and all Taxes other than Other Taxes and Excluded Taxes being referred to as “Indemnified Taxes”). If the Borrower shall be required by law (as determined in the good faith discretion of the Borrower) to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing Lender, Bank or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.11), such Lender, the Issuing Lender, Bank or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, Bank’s or the Administrative Agent’s failure to provide the forms described in paragraph (dg) of this Section 2.14 2.11 and such Lender, the Issuing Lender, Bank or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable lawLegal Requirements.

No Deduction for Certain Taxes. Any and all payments by any Credit Party under any of the Borrower Credit Documents to the Administrative Agent, the Issuing Lender, or a Lender shall be made, in accordance with Section 2.102.12, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges charges, or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing Lender, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing Lender, or a Lender, (i) taxes imposed on its income and franchise (or margin) taxes imposed on it by the Administrative Agent jurisdiction (as the case may be) is organized or any political subdivision thereof) under (A) the laws of which (or under the laws of a political subdivision of which) the Administrative Agent, the Issuing Lender, or such Lender is organized or in which its principal executive office is located, (B) in the case of each Lender, the laws of which (or under the laws of a political subdivision of which) such Lender’s applicable Lending Office is located, and (C) the laws of the jurisdiction State of Texas; and (ii) any taxes imposed by the United States of America by means of withholding at the source, if and to the extent such United States withholding taxes are in effect on the date a Lender becomes a Lender hereunder (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges, withholdings withholdings, and liabilities being hereinafter referred to as “Taxes”) and). Except as provided in Section 2.13(f), in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction. If if the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lenderthe Administrative Agent, the Issuing Lender, or the Administrative Agentany Lender, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.13), such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) Lender receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority Governmental Authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by or on account of any Obligations of the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including all backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or withholdingspenalties applicable thereto (collectively, and all liabilities with respect thereto“Taxes”), except as required by applicable law, excluding, (i) in the case of each LenderBank, the each Issuing LenderBank, and the Administrative Agent, taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such LenderBank, the such Issuing LenderBank, or the Administrative Agent (as the case may be) is organized or any political subdivision of the such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes or by the jurisdiction of such LenderBank’s Applicable Lending Office or any political subdivision of such jurisdictionjurisdiction and (ii) any U.S. federal withholding tax imposed pursuant to Sections 1471 through 1474 of the Code (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), including any current or future implementing Treasury Regulations and administrative pronouncements thereunder (collectively, “FATCA”), and (iii) any withholding tax imposed on amounts payable to or for the account of any Bank Issuing Bank or the Administrative Agent with respect to an applicable interest in an Advance or Commitment pursuant to a law in effect on the date on which such Bank, Issuing Bank or the Administrative Agent acquires such interest in the Advance or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.14) or designates a new Applicable Lending Office, except in each case to the extent that, pursuant to this Section 2.11(a) or Section 2.11(c), amounts with respect to such Taxes were payable either to such Bank’s, Issuing Bank’s or the Administrative Agent’s assignor immediately before such Person became a party hereto or to such Bank or Issuing Bank immediately before it changed its Applicable Lending Office (all such excluded Taxes in respect of payments hereunder or under any Credit Document being referred to as “Excluded Taxes”, and all Taxes other than Other Taxes and Excluded Taxes being referred to as “Indemnified Taxes”). If the Borrower shall be required by law (as determined in the good faith discretion of the Borrower) to deduct any Taxes from or in respect of any sum payable to any LenderBank, the any Issuing LenderBank, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.11), such LenderBank, the such Issuing LenderBank, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such LenderBank’s, the such Issuing LenderBank’s, or the Administrative Agent’s failure to provide the forms described in paragraph (dg) of this Section 2.14 2.11 and such LenderBank, the such Issuing LenderBank, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable lawLegal Requirements.

No Deduction for Certain Taxes. Any and all payments by any Credit Party under any of the Borrower Credit Documents to a Lender shall be made, in accordance with Section 2.102.12, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect theretoTaxes, excluding, in the case of each a Lender, the Issuing Lender, and the Administrative Agent, taxes (i) Taxes imposed on or measured by its incomenet income (however denominated), franchise Taxes and franchise taxes branch profits Taxes, in each case imposed on it, by the jurisdiction as a result of such Lender being organized under the laws of, or having its principal office or, in the case of which such any Lender, having its applicable Lending Office located in the Issuing Lender, or the Administrative Agent jurisdiction (as the case may be) is organized or any political subdivision thereof) imposing such Tax, (ii) in the case of a Lender, any United States federal withholding Taxes imposed on amounts payable to or for the jurisdiction account of such Lender with respect to an applicable interest in an Obligation, if and to the extent such United States federal withholding Taxes are in effect on the date a Lender becomes a Lender hereunder (all other than pursuant to an assignment request by the Borrower under Section 2.14), (iii) Taxes attributable to such non-excluded taxesLender’s failure to comply with Section 2.13(e), levies, imposts, deductions, charges, withholdings and liabilities (iv) any Taxes imposed under FATCA (the Taxes described in clauses (i) through (iv) being hereinafter referred to as “Excluded Taxes” and all such Taxes, other than Excluded Taxes, imposed on or with respect to any payment by or on account of any obligation of the Borrower under any Credit Document being hereinafter referred to as “Indemnified Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction). If the Borrower any Credit Party shall be required by law to deduct any Indemnified Taxes from or in respect of any sum payable to any Lender, the Issuing Lender, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions of Indemnified Taxes applicable to additional sums payable under this Section 2.142.13), such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) Lender receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower such Credit Party shall make such deductions; and (iii) the Borrower such Credit Party shall pay the full amount deducted to the relevant taxation authority Governmental Authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.102.08, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the each Issuing Lender, Bank and the Administrative Agent, (i) taxes imposed on its income, and franchise taxes and branch profits taxes imposed on it, by the United States of America, the jurisdiction under the laws of which such Lender, the such Issuing Lender, Bank or the Administrative Agent (as the case may be) is organized organized, the jurisdiction in which its principal office or Applicable Lending Office is located, or any political subdivision of the jurisdiction foregoing, (ii) in the case of any Non-U.S. Lender (other than an assignee pursuant to a request by the Borrower under Section 2.15), any withholding tax that is imposed on amounts payable to such Non-U.S. Lender at the time such Non-U.S. Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Non-U.S. Lender’s failure or inability (other than as a result of a change in law) to comply with Section 2.12(c), except to the extent that such Non-U.S. 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 the Borrower with respect to such withholding tax pursuant to Section 2.12(a), and (iii) any United States withholding tax imposed by FATCA (all such non-excluded taxes collectively referred to as “Excluded Taxes”, and all such taxes, levies, imposts, deductions, charges, withholdings and liabilities other than the Excluded Taxes being hereinafter referred to as “Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the any Issuing LenderBank, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.12), such Lender, the such Issuing LenderBank, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, the Notes (if any), or the other Credit Documents (hereinafter referred to as “Other Taxes”). As soon as practicable after any payment of Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the each Issuing Lender, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, in the case of each Lender and the each Issuing Lender, Taxes by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law applicable Legal Requirement to deduct any Taxes from or in respect of any sum payable to any Lender, the any Issuing Lender, or the Administrative Agent, : (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14), such Lender, the such Issuing Lender, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the such Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the such Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.102.07, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing Lender, Lender and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing Lender, Lender or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing Lender, Lender or the Administrative Agent, : (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.11), such Lender, the Issuing Lender, Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, ’s or the Administrative Agent’s failure to provide the forms described in paragraph (dSection 2.11(d) of this Section 2.14 and such Lender, the Issuing Lender, Lender or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each LenderBank, the Issuing LenderBank, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such LenderBank, the Issuing LenderBank, or the Administrative Agent (as the case may be) is organized or any political subdivision of such jurisdiction or by the jurisdiction of such Bank's Applicable Lending Office or any political subdivision of such jurisdiction (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any LenderBank, the Issuing LenderBank, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.11), such LenderBank, the Issuing LenderBank, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; providedPROVIDED, however, that if the Borrower’s 's obligation to deduct or withhold Taxes is caused solely by such Lender’sBank's, the Issuing Lender’sBank's, or the Administrative Agent’s 's failure to provide the forms described in paragraph (de) of this Section 2.14 2.11 and such LenderBank, the Issuing LenderBank, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable lawLegal Requirements.

No Deduction for Certain Taxes. Any and all payments by the Borrower under any of the Credit Documents to the Administrative Agent, the Issuing Lender, or a Lender shall be made, in accordance with Section 2.102.12, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges charges, or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing Lender, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing Lender, or a Lender, (i) taxes imposed on its income and franchise or similar taxes imposed on it by the Administrative Agent jurisdiction (as the case may be) is organized or any political subdivision thereof) under the laws of which (or under the jurisdiction laws of a political subdivision of which) (A) the Administrative Agent, the Issuing Lender, or such Lender is organized or in which its principal executive office is located or (B) in the case of each Lender, such Lender’s Applicable Lending Office is located and (ii) any taxes imposed by the United States of America by means of withholding at the source, if and to the extent such United States withholding taxes are in effect on the date a Lender becomes a Lender hereunder (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges, withholdings withholdings, and liabilities being hereinafter referred to as “Taxes”) and). Except as provided in Section 2.13(f), in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction. If if the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lenderthe Administrative Agent, the Issuing Lender, or the Administrative Agentany Lender, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.13), such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) Lender receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority Governmental Authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing Lender, and the Administrative Agent, taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) is organized or otherwise resides for tax purposes or maintains any Applicable Lending Office or any political subdivision of the jurisdiction, and any branch profits taxes imposed by the United States of America or any similar tax imposed by another jurisdiction in which the Borrower is located, and any withholding or similar taxes imposed by the United States of America, pursuant to laws in effect as of the date the Lender or the Issuing Lender becomes a party to this Agreement, upon any payments to or for the benefit of such Lender or Issuing Lender under this Agreement (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing Lender, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14), such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. After a Lender or the Issuing Lender learns of the imposition of Taxes, such Lender or Issuing Lender will promptly notify Borrower of such Taxes.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.102.08, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each LenderBank, the Issuing Lender, Bank and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such LenderBank, the Issuing Lender, Bank or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction (all such non-excluded income and franchise taxes collectively referred to as "Excluded Taxes", and all such taxes, levies, imposts, deductions, charges, withholdings and liabilities liabilities, other than the Excluded Taxes being hereinafter referred to as “"Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any LenderBank, the Issuing Lender, Bank or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.12), such LenderBank, the Issuing Lender, Bank or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, the Notes, or the other Credit Documents (hereinafter referred to as "Other Taxes").

No Deduction for Certain Taxes. Any and all payments by the Borrower ------------------------------ shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each LenderBank, the Issuing LenderBank, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such LenderBank, the Issuing LenderBank, or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”") and, in the case of each Lender Bank and the Issuing LenderBank, Taxes by the jurisdiction of such Lender’s Bank's Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any LenderBank, the Issuing LenderBank, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.11), such LenderBank, the Issuing LenderBank, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s 's -------- obligation to deduct or withhold Taxes is caused solely by such Lender’sBank's, the Issuing Lender’sBank's, or the Administrative Agent’s 's failure to provide the forms described in paragraph (de) of this Section 2.14 2.11 and such LenderBank, the Issuing LenderBank, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable lawLegal Requirements.

No Deduction for Certain Taxes. Any and all payments by the Borrower Borrowers shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, withholdings and all liabilities with respect thereto, excluding, excluding (i) in the case of each Lender, the Issuing Lender, Lender and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, it by the jurisdiction under the laws of which such Lender, the Issuing Lender, Lender or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction and (ii) any taxes imposed by the United States of America by means of withholding at the source if and to the extent that such taxes shall be in effect and shall be applicable, on the Original Closing Date (or, in the case of a Lender which becomes a party to this Agreement after the Original Closing Date, on the date such Lender becomes a party to this Agreement), to payments to be made to such Lender or the Administrative Agent (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”") and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s 's Applicable Lending Office or any political subdivision of such jurisdiction. If the a Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing Lender, Lender or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14)deductions, such Lender, the Issuing Lender, Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the a Borrower’s 's obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, 's or the Administrative Agent’s 's failure to provide the forms described in paragraph (de) of this Section 2.14 2.11 and such Lender, the Issuing Lender, Lender or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the such Borrower shall make such deductions; and (iii) the such Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing Lender, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction it (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”") and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s 's Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing Lender, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14), 38 such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s 's obligation to deduct or withhold Taxes is caused solely by such Lender’s's, the Issuing Lender’s's, or the Administrative Agent’s 's failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by or on behalf of the Borrower to or for the account of any Recipient hereunder or under any other Credit Document shall be made, in accordance with Section 2.10, made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, Taxes and all liabilities with respect theretoto such payments, excluding, in the case of each LenderRecipient, the Issuing Lender(1) Taxes imposed on or measured by its net income (however denominated), franchise Taxes imposed on it (in lieu of net income Taxes), and branch profits Taxes, in each case, pursuant to the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by laws of the jurisdiction under the laws of which such Lender, the Issuing LenderRecipient is organized, or the Administrative Agent in which its principal office or Applicable Lending Office is located, (as the case may be2) is organized or Taxes attributable to such Recipient’s failure to comply with Section 2.12(i) and (3) any political subdivision of the jurisdiction withholding Taxes imposed under FATCA (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities Taxes with respect to such payments being hereinafter referred to as “Excluded Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction). If the Borrower or the Administrative Agent shall be required by applicable law to deduct any Taxes from or in respect of any sum payable under this Agreement or any other Credit Document to any Lender, the Issuing Lender, or the Administrative AgentRecipient, (i) if such Taxes are Indemnified Taxes, the sum payable shall be increased as may be necessary so that, that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14), 2.12) such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) Recipient receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and , (iii) the Borrower shall timely pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable lawlaw and (iv) the Borrower shall furnish to the Administrative Agent written evidence of payment thereof.

No Deduction for Certain Taxes. Any and all payments by the Borrower Borrowers shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, withholdings and all liabilities with respect thereto, excluding, excluding (i) in the case of each Lender, the Issuing Lender, Lender and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, it by the jurisdiction under the laws of which such Lender, the Issuing Lender, Lender or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction and (ii) any taxes imposed by the United States of America by means of withholding at the source if and to the extent that such taxes shall be in effect and shall be applicable, on the Closing Date (or, in the case of a Lender which becomes a party to this Agreement after the Closing Date, on the date such Lender becomes a party to this Agreement), to payments to be made to such Lender or the Administrative Agent (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”") and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s 's Applicable Lending Office or any political subdivision of such jurisdiction. If the a Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing Lender, Lender or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14)deductions, such Lender, the Issuing Lender, Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the a Borrower’s 's obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, 's or the Administrative Agent’s 's failure to provide the forms described in paragraph (de) of this Section 2.14 2.11 and such Lender, the Issuing Lender, Lender or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the such Borrower shall make such deductions; and (iii) the such Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing Lender, Lender and the Administrative Agent, taxes imposed on its net income, and franchise taxes imposed on itit in lieu thereof, by the jurisdiction under the laws of which such Lender, the Issuing Lender, Lender or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing Lender, Lender or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.11), such Lender, the Issuing Lender, Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, ’s or the Administrative Agent’s failure to provide the forms described in paragraph (de) of this Section 2.14 2.11 and such Lender, the Issuing Lender, Lender or the Administrative Agent could have lawfully provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable lawLegal Requirements.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section SECTION 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing Lender, Bank and the Administrative Agent, taxes imposed on or measured by its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing Lender, Bank or the Administrative Agent (as the case may be) is organized or has its principal place of business or any political subdivision of any such jurisdiction and, in the case of each Bank, by the jurisdiction of such Bank's Applicable Lending Office or any political subdivision of such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction"TAXES"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing Lender, Bank or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14SECTION 2.11), such Lender, the Issuing Lender, Bank or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s 's obligation to deduct or withhold Taxes is caused solely by would not have arisen but for such Lender’s, the Issuing Lender’s, Bank's or the Administrative Agent’s 's failure to provide the forms described in paragraph (de) of this Section 2.14 SECTION 2.11 and such Lender, the Issuing Lender, Bank or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the each Issuing Lender, and the Administrative Agent, taxes imposed on its net income, and franchise taxes imposed on itit in lieu thereof, by the jurisdiction under the laws of which such Lender, the such Issuing Lender, or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, in the case of each Lender and the each Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the any Issuing Lender, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.11), such Lender, the such Issuing Lender, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the such Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (de) of this Section 2.14 2.11 and such Lender, the such Issuing Lender, or the Administrative Agent could have lawfully provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable lawLegal Requirements.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.102.9, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each LenderBank, the Issuing LenderBank, and the Administrative Agent, (i) taxes imposed on or measured by its income, and franchise taxes imposed on it, by the United States of America or the jurisdiction (or any political subdivision thereof) under the laws of which such LenderBank, the Issuing LenderBank, or the Administrative Agent (as the case may be) is organized or in which its principal office is located or, in the case of any political subdivision Bank or the Issuing Bank, in which its applicable lending office is located, (ii) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the jurisdiction Borrower is located and (iii) in the case of a Foreign Bank (as defined in subparagraph (d), hereof), any withholding tax that is imposed on amounts payable to such Foreign Bank at the time such Foreign Bank becomes a party to this Agreement or other Credit Document (or designates a new lending office) (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any LenderBank, the Issuing LenderBank, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.13), such LenderBank, the Issuing LenderBank, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such LenderBank’s, the Issuing LenderBank’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 2.13 and such LenderBank, the Issuing LenderBank, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing Lender, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) is organized or any political subdivision of the such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”") and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s 's Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing Lender, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14), such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s 's obligation to deduct or withhold Taxes is caused solely by such Lender’s's, the Issuing Lender’s's, or the Administrative Agent’s 's failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, (i) in the case of each Lender, the Issuing LenderBank, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing LenderBank, or the Administrative Agent (as the case may be) is organized or carries on business (other than as a result of a connection arising primarily from the Lender, Issuing Bank, or the Administrative Agent (as the case may be) having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement) or any political subdivision or taxing authority of the jurisdiction such jurisdictions (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”"TAXES") and, (ii) in the case of each Lender and the Issuing LenderBank, Taxes by the jurisdiction of such Lender’s 's Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing LenderBank, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.11), such Lender, the Issuing LenderBank, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; providedPROVIDED, however, that if the Borrower’s 's obligation to deduct or withhold Taxes is caused solely by such Lender’s's, the Issuing Lender’sBank's, or the Administrative Agent’s 's failure to provide the forms described in paragraph (de) of this Section 2.14 2.11 and such Lender, the Issuing LenderBank, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.forms -57-

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing Lender, and the Administrative Agent, (i) taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) is organized or otherwise resides for tax purposes or maintains any Applicable Lending Office or any political subdivision of the jurisdiction, (ii) any branch profits taxes imposed by the United States of America or any similar tax imposed by another jurisdiction in which the Borrower is located, and (iii) any withholding or similar taxes imposed by the United States of America pursuant to laws in effect as of the date the Lender or the Issuing Lender becomes a party to this Agreement, or pursuant to FATCA, upon any payments to or for the benefit of such Lender or Issuing Lender under this Agreement (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter herein referred to as “Taxes”) andand also excluding, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing Lender, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14), such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. After a Lender or the Issuing Lender learns of the imposition of Taxes, such Lender or Issuing Lender will promptly notify Borrower of such Taxes.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each LenderBank, the each Issuing Lender, Bank and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such LenderBank, the such Issuing Lender, Bank or the Administrative Agent (as the case may be) is organized or any political subdivision of the such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”") and, in the case of each Lender Bank and the each Issuing LenderBank, Taxes by the jurisdiction of such Lender’s Bank's Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any LenderBank, the any Issuing Lender, Bank or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.11), such LenderBank, the such Issuing Lender, Bank or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s 's obligation to deduct or withhold Taxes is caused solely by such Lender’sBank's, the such Issuing Lender’s, Bank's or the Administrative Agent’s 's failure to provide the forms described in paragraph (dSection 2.11(e) of this Section 2.14 and such LenderBank, the such Issuing Lender, Bank or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower ------------------------------ shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing Lender, Bank and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing Lender, Bank or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”") and, in the case of each Lender and the Issuing LenderBank, Taxes by the jurisdiction of such Lender’s Bank's Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing Lender, Bank or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.11), such Lender, the Issuing Lender, Bank or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s 's obligation to -------- deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, Bank's or the Administrative Agent’s 's failure to provide the forms described in paragraph (de) of this Section 2.14 2.11 and such Lender, the Issuing Lender, Bank or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable lawLegal Requirements.

No Deduction for Certain Taxes. Any and all payments by any Credit Party under any of the Borrower Credit Documents to the Administrative Agent or a Lender shall be made, in accordance with Section 2.102.12, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges charges, or withholdings, and all liabilities with respect thereto, excluding, in the case of the Administrative Agent or a Lender, (i) taxes imposed on its income and franchise (or margin) taxes imposed on it by the jurisdiction (or any political subdivision thereof) under (A) the laws of which (or under the laws of a political subdivision of which) the Administrative Agent or such Lender is organized or in which its principal executive office is located, and (B) in the case of each Lender, the Issuing Lender, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction laws of which (or under the laws of which such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) is organized or any a political subdivision of which) such Lender’s applicable Lending Office is located; (ii) any taxes imposed by the jurisdiction United States of America by means of withholding at the source, if and to the extent such United States withholding taxes are in effect on the date a Lender becomes a Lender hereunder and (iii) any taxes imposed by the United States of America by means of withholding at the source under FATCA (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges, withholdings withholdings, and liabilities being hereinafter referred to as “Taxes”) and). Except as provided in Section 2.13(f), in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction. If if the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to the Administrative Agent or any Lender, the Issuing Lender, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.13), such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) Lender receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority Governmental Authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.102.08, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each LenderBank, the each Issuing Lender, Bank and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such LenderBank, the such Issuing Lender, Bank or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction (all such non-excluded income and franchise taxes collectively referred to as “Excluded Taxes”, and all such taxes, levies, imposts, deductions, charges, withholdings and liabilities other than the Excluded Taxes being hereinafter referred to as “Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any LenderBank, the any Issuing LenderBank, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.12), such LenderBank, the such Issuing LenderBank, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, the Notes, or the other Credit Documents (hereinafter referred to as “Other Taxes”).

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.102.08, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the each Issuing Lender, Bank and the Administrative Agent, (i) taxes imposed on its income, and franchise taxes and branch profits taxes imposed on it, by the United States of America, the jurisdiction under the laws of which such Lender, the such Issuing Lender, Bank or the Administrative Agent (as the case may be) is organized organized, the jurisdiction in which its principal office or Applicable Lending Office is located, or any political subdivision of the jurisdiction foregoing, (ii) in the case of any Non-U.S. Lender (other than an assignee pursuant to a request by the Borrower under Section 2.15), any withholding tax that is imposed on amounts payable to such Non-U.S. Lender at the time such Non-U.S. Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Non-U.S. Lender’s failure or inability (other than as a result of a change in law) to comply with Section 2.12(c), except to the extent that such Non-U.S. 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 the Borrower with respect to such withholding tax pursuant to Section 2.12(a), and (iii) any United States withholding tax imposed by FATCA (all such non-excluded taxes collectively referred to as “Excluded Taxes”, and all such taxes, levies, imposts, deductions, charges, withholdings and liabilities other than the Excluded Taxes being hereinafter referred to as “Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the any Issuing LenderBank, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.12), such Lender, the such Issuing LenderBank, or the Administrative Agent (as the case may be) receives an Xxxxx Energy Partners, L.P. 3rd Amended/Restated Credit Agreement amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, the Notes (if any), or the other Credit Documents (hereinafter referred to as “Other Taxes”). As soon as practicable after any payment of Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each LenderBank, the Issuing LenderBank, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such LenderBank, the Issuing LenderBank, or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”") and, in the case of each Lender Bank and the Issuing LenderBank, Taxes by the jurisdiction of such Lender’s Bank's Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any LenderBank, the Issuing LenderBank, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14), such LenderBank, the Issuing LenderBank, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; providedPROVIDED, however, that if the Borrower’s 's obligation to deduct or withhold Taxes is caused solely by such Lender’sBank's, the Issuing Lender’sBank's, or the Administrative Agent’s 's failure to provide the forms described in paragraph (d) of this Section 2.14 and such LenderBank, the Issuing LenderBank, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each LenderBank, the Issuing LenderBank, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such LenderBank, the Issuing LenderBank, or the Administrative Agent (as the case may be) is organized or any political subdivision of such jurisdiction or by the jurisdiction of such Bank’s Applicable Lending Office or any political subdivision of such jurisdiction (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any LenderBank, the Issuing LenderBank, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.11), such LenderBank, the Issuing LenderBank, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such LenderBank’s, the Issuing LenderBank’s, or the Administrative Agent’s failure to provide the forms described in paragraph (de) of this Section 2.14 2.11 and such LenderBank, the Issuing LenderBank, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable lawLegal Requirements.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the each Issuing Lender, and the each Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the such Issuing Lender, or the such Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, in the case of each Lender and the each Issuing Lender, Taxes by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the any Issuing Lender, or the any Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.11), such Lender, the such Issuing Lender, or the such Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the such Issuing Lender’s, or the such Administrative Agent’s failure to provide the forms described in paragraph (de) of this Section 2.14 2.11 and such Lender, the such Issuing Lender, or the such Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable lawLegal Requirements.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the each Issuing Lender, and the Administrative Agent, taxes imposed on its income, and each of the following: (a) income or franchise taxes imposed on it, (or measured by) its net income by the United States of America or such other jurisdiction under the laws of which such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) recipient is organized or in which its principal office is located or, in the case of any political subdivision Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the jurisdiction Borrower or any Guarantor is located, (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.15(a)), any withholding tax that is imposed by the United States of America on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Foreign Lender's failure to comply with Section 2.14(d), 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 with respect to such withholding tax pursuant to clauses (a) or (c) of this Section 2.14, and (d) any United States withholding tax that is imposed under FATCA. (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction"). If the Borrower shall be required by law applicable Legal Requirement to deduct any Taxes from or in respect of any sum payable to any Lender, the any Issuing Lender, or the Administrative Agent, : (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14), such Lender, the such Issuing Lender, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by any Credit Party under any of the Borrower Credit Documents to the Administrative Agent, the Issuing Lender, or a Lender shall be made, in accordance with Section 2.102.12, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges charges, or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing Lender, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing Lender, or a Lender, (i) taxes imposed on its income and franchise (or margin) taxes imposed on it by the Administrative Agent jurisdiction (as the case may be) is organized or any political subdivision thereof) under (A) the laws of which (or under the jurisdiction laws of a political subdivision of which) the Administrative Agent, the Issuing Lender, or such Lender is organized or in which its principal executive office is located, and (B) in the case of each Lender, the laws of which (or under the laws of a political subdivision of which) such Lender’s applicable Lending Office is located; (ii) any taxes imposed by the United States of America by means of withholding at the source, if and to the extent such United States withholding taxes are in effect on the date a Lender becomes a Lender hereunder and (iii) any taxes imposed by the United States of America by means of withholding at the source under FATCA (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges, withholdings withholdings, and liabilities being hereinafter referred to as “Taxes”) and). Except as provided in Section 2.13(f), in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction. If if the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lenderthe Administrative Agent, the Issuing Lender, or the Administrative Agentany Lender, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.13), such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) Lender receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority Governmental Authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower Borrowers shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, withholdings and all liabilities with respect thereto, excluding, excluding (i) in the case of each Lender, the each Issuing Lender, Bank and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, it by the jurisdiction under the laws of which such Lender, the Issuing Lender, Bank or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction and (ii) any taxes imposed by the United States of America by means of withholding at the source if and to the extent that such taxes shall be in effect and shall be applicable, on the Closing Date (or, in the case of a Lender which becomes a party to this Agreement after the Closing Date, on the date such Lender becomes a party to this Agreement), to payments to be made to such Lender, Issuing Bank or the Administrative Agent (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”") and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s 's Applicable Lending Office or any political subdivision of such jurisdiction. If the a Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing Lender, Bank or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14)deductions, such Lender, the Issuing Lender, Bank or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the a Borrower’s 's obligation to deduct or withhold Taxes is caused solely by such Lender’s's, the Issuing Lender’s, Bank's or the Administrative Agent’s 's failure to provide the forms described in paragraph (de) of this Section 2.14 2.11 and such Lender, the Issuing Lender, Bank or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the such Borrower shall make such deductions; and (iii) the such Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.102.08, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the each Issuing Lender, Bank and the Administrative Agent, (i) taxes imposed on its income, and franchise taxes and branch profits taxes imposed on it, by the United States of America, the jurisdiction under the laws of which such Lender, the such Issuing Lender, Bank or the Administrative Agent (as the case may be) is organized organized, the jurisdiction in which its principal office or Applicable Lending Office is located, or any political subdivision of the jurisdiction foregoing, (ii) in the case of any Non-U.S. Lender (other than an assignee pursuant to a request by the Borrower under Section 2.15), any withholding tax that is imposed on amounts payable to such Non-U.S. Lender at the time such Non-U.S. Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Non-U.S. Lender’s failure or inability (other than as a result of a change in law) to comply with Section 2.12(c), except to the extent that such Non-U.S. 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 the Borrower with respect to such withholding tax pursuant to Section 2.12(a), and (iii) any United States withholding tax imposed by FATCA (all such non-excluded taxes collectively referred to as “Excluded Taxes”, and all such taxes, levies, imposts, deductions, charges, withholdings and liabilities other than the Excluded Taxes being hereinafter referred to as “Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the any Issuing LenderBank, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.12), such Lender, the such Issuing LenderBank, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.. In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, the Notes (if any), or the other Credit Documents (hereinafter referred to as “Other Taxes”). 40 Xxxxx Energy Partners, L.P. 3rd Amended/Restated Credit Agreement

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.102.09, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each LenderBank, the Issuing LenderBank, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such LenderBank, the Issuing LenderBank, or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”") and, in the case of each Lender Bank and the Issuing LenderBank, Taxes by the jurisdiction of such Lender’s Bank's Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any LenderBank, the Issuing LenderBank, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.13), such LenderBank, the Issuing LenderBank, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s 's obligation to deduct or withhold Taxes is caused solely by such Lender’sBank's, the Issuing Lender’sBank's, or the Administrative Agent’s 's failure to provide the forms described in paragraph (d) of this Section 2.14 2.13 and such LenderBank, the Issuing LenderBank, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingswithholdings sought by any Governmental Authority, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing Lender, Lender and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing Lender, Lender or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction (all such non-non excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law applicable Legal Requirement to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing Lender, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14), such Lender, the Issuing Lender, Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, ’s or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, Lender or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, (i) in the case of each Lender, the Issuing Lender, Bank and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing Lender, Bank or the Administrative Agent (as the case may be) is organized or any political subdivision of such jurisdiction or by the jurisdiction of such Bank's Applicable Lending Office or any political subdivision of such jurisdiction and (ii) any U.S. federal withholding tax imposed pursuant to Sections 1471 through 1474 of the Code (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), including any current or future implementing Treasury Regulations and administrative pronouncements thereunder (collectively, “FATCA”) (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing Lender, Bank or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.11), such Lender, the Issuing Lender, Bank or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s 's obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, Bank's or the Administrative Agent’s 's failure to provide the forms described in paragraph (de) of this Section 2.14 2.11 and such Lender, the Issuing Lender, Bank or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable lawLegal Requirements.

No Deduction for Certain Taxes. Any and all payments by any Credit Party under any of the Borrower Credit Documents to the Administrative Agent or a Lender shall be made, in accordance with Section 2.102.12, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect theretoTaxes, excluding, in the case of each the Administrative Agent or a Lender, the Issuing Lender, and the Administrative Agent, taxes (i) Taxes imposed on or measured by its income, and net income or franchise taxes Taxes imposed on it, by the jurisdiction as a result of such Administrative Agent or such Lender being organized under the laws of, or having its principal executive office or, in the case of which such any Lender, having its applicable Lending Office located in the Issuing Lender, or the Administrative Agent jurisdiction (as the case may be) is organized or any political subdivision thereof) imposing such Tax, and (ii) in the case of a Lender, any United States federal withholding Taxes imposed on amounts payable to or for the jurisdiction account of such Lender with respect to an applicable interest in an Obligation, if and to the extent such United States federal withholding Taxes are in effect on the date a Lender becomes a Lender hereunder (other than pursuant to an assignment request by the Borrower under Section 2.14) (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities nonexcluded Taxes being hereinafter referred to as “Indemnified Taxes”) and). Except as provided in Section 2.13(f), in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction. If if the Borrower shall be required by law to deduct any Indemnified Taxes from or in respect of any sum payable to the Administrative Agent or any Lender, the Issuing Lender, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.13), such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) Lender receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority Governmental Authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each LenderBank, the Issuing LenderBank, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such LenderBank, the Issuing LenderBank, or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, in the case of each Lender Bank and the Issuing LenderBank, Taxes by the jurisdiction of such LenderBank’s Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any LenderBank, the Issuing LenderBank, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.11), such LenderBank, the Issuing LenderBank, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such LenderBank’s, the Issuing LenderBank’s, or the Administrative Agent’s failure to provide the forms described in paragraph (de) of this Section 2.14 2.11 and such LenderBank, the Issuing LenderBank, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable lawLegal Requirements.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.102.9, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each LenderBank, the Issuing LenderBank, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such LenderBank, the Issuing LenderBank, or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, in the case of each Lender Bank and the Issuing LenderBank, Taxes by the jurisdiction of such LenderBank’s Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any LenderBank, the Issuing LenderBank, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.13), such LenderBank, the Issuing LenderBank, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such LenderBank’s, the Issuing LenderBank’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 2.13 and such LenderBank, the Issuing LenderBank, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing Lender, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing Lender, or the Administrative Agent, : (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14), such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (dSection 2.14(d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with this Section 2.102.11, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, withholdings and all liabilities with respect thereto, excluding, excluding in the case of each Lender, the Issuing Lender, Lender and the Administrative Agent, taxes taxes, levies, imposts, deductions, charges or withholdings that are imposed on or measured by its incomeincome or receipts, and franchise taxes imposed on it, it by either the jurisdiction under the laws of which such Lender, the Issuing Lender, Lender or the Administrative Agent (as the case may be) is organized or any political subdivision of that jurisdiction or the jurisdiction of such Lender's Applicable Lending Office or principal executive office or any political subdivision of that jurisdiction, and all liabilities with respect thereto (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”) and"), in the case of each Lender and the Issuing Lender, Taxes except as may otherwise be required by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdictionapplicable law. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender, the Issuing Lender, Lender or the Administrative Agent, (i) the sum payable shall be increased as may be by the amount necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14)deductions, such Lender, the Issuing Lender, Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s 's obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, 's or the Administrative Agent’s 's failure to provide the forms described in required to be delivered by paragraph (de) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms2.11, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation taxing authority or other authority Governmental Authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower Company shall be made, in accordance with this Section 2.102.11, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, withholdings and all liabilities with respect thereto, excluding, excluding in the case of each Lender, the Issuing Lender, LC Participant and the Administrative AgentAgents, taxes taxes, levies, imposts, deductions, charges or withholdings that are imposed on or measured by its incomeoverall net income or receipts, and franchise taxes imposed on it, it by either the jurisdiction under the laws of which such Lender, the Issuing Lender, LC Participant or the Administrative such Agent (as the case may be) is organized or any political subdivision of that jurisdiction or the jurisdiction of such LC Participant's Applicable Lending Office or principal executive office or any political subdivision of that jurisdiction, and all liabilities with respect thereto (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”) and"), in the case of each Lender and the Issuing Lender, Taxes except as may otherwise be required by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdictionapplicable law. If the Borrower Company shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender, the Issuing Lender, LC Participant or the Administrative AgentAgents, (i) the sum payable shall be increased as may be by the amount necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14)deductions, such Lender, the Issuing Lender, LC Participant or the Administrative such Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower Company shall make such deductions; and (iii) the Borrower Company shall pay the full amount deducted to the relevant taxation taxing authority or other authority Governmental Authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.102.08, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each LenderBank, the Issuing Lender, Bank and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction (any political subdivision of the jurisdiction) under the laws of which such LenderBank, the Issuing Lender, Bank or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction maintains its Applicable Lending Office (all such non-excluded income and franchise taxes collectively referred to as “Excluded Taxes”, and all such taxes, levies, imposts, deductions, charges, withholdings and liabilities liabilities, other than the Excluded Taxes being hereinafter referred to as “Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any LenderBank, the Issuing Lender, Bank or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.12), such LenderBank, the Issuing Lender, Bank or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, the Notes, or the other Credit Documents (hereinafter referred to as “Other Taxes”).

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each LenderBank, the Issuing LenderBank, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such LenderBank, the Issuing LenderBank, or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”") and, in the case of each Lender Bank and the Issuing LenderBank, Taxes by the jurisdiction of such Lender’s Bank's Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any LenderBank, the Issuing LenderBank, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.11), such LenderBank, the Issuing LenderBank, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s 's obligation to deduct or withhold Taxes is caused solely by such Lender’sBank's, the Issuing Lender’sBank's, or the Administrative Agent’s 's failure to provide the forms described in paragraph (de) of this Section 2.14 2.11 and such LenderBank, the Issuing LenderBank, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable lawlaw and provide to the Agent a receipt or a copy of a payment voucher from such relevant taxation authority or other authority evidencing such payment.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.102.9, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each LenderBank, the Issuing LenderBank, and the Administrative Agent, (i) taxes imposed on or measured by its income, and franchise taxes imposed on it, by the United States of America or the jurisdiction (or any political subdivision thereof) under the laws of which such LenderBank, the Issuing LenderBank, or the Administrative Agent (as the case may be) is organized or in which its principal office is located or, in the case of any political subdivision Bank or the Issuing Bank, in which its applicable lending office is located, (ii) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the jurisdiction Borrower is located and (iii) in the case of a Foreign Bank (as defined in subparagraph (d), hereof), any withholding tax that is imposed on amounts payable to such Foreign Bank at the time such Foreign Bank becomes a party to this Agreement or other Credit Document (or designates a new lending office) (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any LenderBank, the Issuing LenderBank, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.13), such LenderBank, the Issuing LenderBank, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such LenderBank’s, the Issuing LenderBank’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 2.13 and such LenderBank, the Issuing LenderBank, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.and

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingswithholdings sought by any Governmental Authority, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing Lender, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”") and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s 's Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law applicable Legal Requirement to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing Lender, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14), such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s 's obligation to deduct or withhold Taxes is caused solely by such Lender’s's, the Issuing Lender’s's, or the Administrative Agent’s 's failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.. (b)

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with this Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, withholdings and all liabilities with respect thereto, excluding, excluding in the case of each Lender, the Issuing Lender, Term Lender and the Administrative Agent, taxes imposed on or measured by its incomeincome or receipts, and franchise taxes imposed on it, it by either the jurisdiction under the laws of which such Lender, the Issuing Lender, Term Lender or the Administrative Agent (as the case may be) is organized or any political subdivision of that jurisdiction or the jurisdiction of such Term Lender's Applicable Lending Office or any political subdivision of that jurisdiction (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing Lender, Term Lender or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14)deductions, such Lender, the Issuing Lender, Term Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s 's obligation to deduct or withhold Taxes is caused solely by such Term Lender’s, the Issuing Lender’s, 's or the Administrative Agent’s 's failure to provide the forms described in paragraph (de) of this Section 2.14 2.10 and such Lender, the Issuing Lender, Term Lender or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation taxing authority or other authority Governmental Authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower Borrowers shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each LenderBank, the each Issuing Lender, Bank and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such LenderBank, the such Issuing Lender, Bank or the Administrative Agent (as the case may be) is organized or any political subdivision of the such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”") and, in the case of each Lender Bank and the each Issuing LenderBank, Taxes by the jurisdiction of such Lender’s Bank's Applicable Lending Office or any political subdivision of such jurisdiction. If the any Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any LenderBank, the any Issuing Lender, Bank or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.11), such LenderBank, the such Issuing Lender, Bank or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the such Borrower’s 's obligation to deduct or withhold Taxes is caused solely by such Lender’sBank's, the such Issuing Lender’s, Bank's or the Administrative Agent’s 's failure to provide the forms described in paragraph (dSection 2.11(e) of this Section 2.14 and such LenderBank, the such Issuing Lender, Bank or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the such Borrower shall make such deductions; and (iii) the such Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each LenderBank, the Issuing LenderBank, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such LenderBank, the Issuing LenderBank, or the Administrative Agent (as the case may be) is organized or any political subdivision of such jurisdiction or by the jurisdiction of such Bank’s Applicable Lending Office or any political subdivision of such jurisdiction (all such non-non excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any LenderBank, the Issuing LenderBank, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.11), such LenderBank, the Issuing LenderBank, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such LenderBank’s, the Issuing LenderBank’s, or the Administrative Agent’s failure to provide the forms described in paragraph (de) of this Section 2.14 2.11 and such LenderBank, the Issuing LenderBank, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable lawLegal Requirements.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, (i) in the case of each Lender, the Issuing LenderBank, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing LenderBank, or the Administrative Agent (as the case may be) is organized or carries on business (other than as a result of a connection arising primarily from the Lender, Issuing Bank, or the Administrative Agent (as the case may be) having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement) or any political subdivision or taxing authority of the jurisdiction such jurisdictions (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, (ii) in the case of each Lender and the Issuing LenderBank, Taxes by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing LenderBank, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.11), such Lender, the Issuing LenderBank, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing LenderBank’s, or the Administrative Agent’s failure to provide the forms described in paragraph (de) of this Section 2.14 2.11 and such Lender, the Issuing LenderBank, or the Administrative Agent could have provided such formsforms or if such Lender, Issuing Bank, or the Administrative Agent (as the case may be) fails to comply with Section 2.11(g), no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable lawLegal Requirements.

No Deduction for Certain Taxes. Any and all payments by any Credit Party under any of the Borrower Credit Documents to the Administrative Agent, the Issuing Lender, or a Lender shall be made, in accordance with Section 2.102.12, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges charges, or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing Lender, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing Lender, or a Lender, (i) taxes imposed on its income and franchise (or margin) taxes imposed on it by the Administrative Agent jurisdiction (as the case may be) is organized or any political subdivision thereof) under (A) the laws of which (or under the jurisdiction laws of a political subdivision of which) the Administrative Agent, the Issuing Lender, or such Lender is organized or in which its principal executive office is located, and (B) in the case of each Lender, the laws of which (or under the laws of a political subdivision of which) such Lender's applicable Lending Office is located; and (ii) any taxes imposed by the United States of America by means of withholding at the source, if and to the extent such United States withholding taxes are in effect on the date a Lender becomes a Lender hereunder (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges, withholdings withholdings, and liabilities being hereinafter referred to as “"Taxes”) and"). Except as provided in Section 2.13(f), in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction. If if the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lenderthe Administrative Agent, the Issuing Lender, or the Administrative Agentany Lender, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.13), such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) Lender receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority Governmental Authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing Lender, and the Administrative Agent, taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing Lender, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14), such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by any Credit Party under any of the Borrower Credit Documents to the Administrative Agent, the Issuing Lender, or a Lender shall be made, in accordance with Section 2.102.11, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges charges, or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing Lender, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing Lender, or a Lender, (i) taxes imposed on its income and franchise (or margin) taxes imposed on it by the Administrative Agent jurisdiction (as the case may be) is organized or any political subdivision thereof) under (A) the laws of which (or under the laws of a political subdivision of which) the Administrative Agent, the Issuing Lender, or such Lender is organized or in which its principal executive office is located, (B) in the case of each Lender, the laws of which (or under the laws of a political subdivision of which) such Lender’s applicable Lending Office is located, and (C) the laws of which, taxes are imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document, (ii) any taxes imposed by the United States of America by means of withholding at the source, if and to the extent such United States withholding taxes are in effect on the date a Lender becomes a Lender hereunder or such Lender changes it lending office; and (iii) any U.S. federal withholding Taxes imposed under Code Sections 1471 through 1474 (“FATCA”) (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges, withholdings withholdings, and liabilities being hereinafter referred to as “Taxes”) and). Except as provided in Section 2.12(f), in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction. If if the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lenderthe Administrative Agent, the Issuing Lender, or the Administrative Agentany Lender, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.12), such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) Lender receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required); (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority Governmental Authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, (i) in the case of each Lender, the Issuing Lender, Bank and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing Lender, Bank or the Administrative Agent (as the case may be) is organized or any political subdivision of such jurisdiction or by the jurisdiction of such Bank’s Applicable Lending Office or any political subdivision of such jurisdiction and (ii) any U.S. federal withholding tax imposed pursuant to Sections 1471 through 1474 of the Code (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), including any current or future implementing Treasury Regulations and administrative pronouncements thereunder (collectively, “FATCA”) (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing Lender, Bank or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.11), such Lender, the Issuing Lender, Bank or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, Bank’s or the Administrative Agent’s failure to provide the forms described in paragraph (de) of this Section 2.14 2.11 and such Lender, the Issuing Lender, Bank or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable lawLegal Requirements.

No Deduction for Certain Taxes. Any and all payments by the ------------------------------ Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each LenderBank, the Issuing LenderBank, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such LenderBank, the Issuing LenderBank, or the Administrative Agent (as the case may be) is organized or any political subdivision of such jurisdiction or by the jurisdiction of such Bank's Applicable Lending Office or any political subdivision of such jurisdiction (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any LenderBank, the Issuing LenderBank, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.11), such LenderBank, the Issuing LenderBank, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, -------- that if the Borrower’s 's obligation to deduct or withhold Taxes is caused solely by such Lender’sBank's, the Issuing Lender’sBank's, or the Administrative Agent’s 's failure to provide the forms described in paragraph (de) of this Section 2.14 2.11 and such LenderBank, the Issuing LenderBank, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.and

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing Lender, Lender and the Administrative Agent, taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing Lender, Lender or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”") and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s 's Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing Lender, Lender or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14), such Lender, the Issuing Lender, Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, provided that if the Borrower’s 's obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, 's or the Administrative Agent’s 's failure to provide the forms described in paragraph (dSection 2.14(d) of this Section 2.14 and such Lender, the Issuing Lender, Lender or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing Lender, Lender and the Administrative Agent, taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing Lender, Lender or the Administrative Agent (as the case may be) is organized or otherwise resides for tax purposes or maintains any Applicable Lending Office or any political subdivision of the jurisdiction, and any branch profits taxes imposed by the United States of America or any similar tax imposed by another jurisdiction in which the Borrower is located, and any withholding or similar taxes imposed by the United States of America, pursuant to laws in effect as of the date the Lender becomes a party to this Agreement, upon any payments to or for the benefit of such Lender under this Agreement (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing Lender, Lender or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14), such Lender, the Issuing Lender, Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, provided that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, ’s or the Administrative Agent’s failure to provide the forms described in paragraph (dSection 2.14(d) of this Section 2.14 and such Lender, the Issuing Lender, Lender or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. After a Lender learns of the imposition of Taxes, such Lender will promptly notify Borrower of such Taxes.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each LenderBank, the Issuing LenderBank, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such LenderBank, the Issuing LenderBank, or the Administrative Agent (as the case may be) is organized or any political subdivision of such jurisdiction or by the jurisdiction of such Bank's Applicable Lending Office or any political subdivision of such jurisdiction (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any LenderBank, the Issuing LenderBank, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.11), such LenderBank, the Issuing LenderBank, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s 's obligation to deduct or withhold Taxes is caused solely by such Lender’sBank's, the Issuing Lender’sBank's, or the Administrative Agent’s 's failure to provide the forms described in paragraph (de) of this Section 2.14 2.11 and such LenderBank, the Issuing LenderBank, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable lawLegal Requirements.

No Deduction for Certain Taxes. Any and all payments by the Borrower Obligors shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing Lender, Bank and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing Lender, Bank or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction and, in the case of each Bank and the Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Bank's Applicable Lending Office or any political subdivision of the jurisdiction (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction"). If the Borrower either Obligor shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing Lender, Bank or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.11), such Lender, the Issuing Lender, Bank or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s either Obligor's obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, Bank's or the Administrative Agent’s 's failure to provide the forms described in paragraph Subsection (de) of this Section 2.14 2.11 and such Lender, the Issuing Lender, Bank or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.102.9, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each LenderBank, the Issuing LenderBank, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such LenderBank, the Issuing LenderBank, or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”") and, in the case of each Lender Bank and the Issuing LenderBank, Taxes by the jurisdiction of such Lender’s Bank's Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any LenderBank, the Issuing LenderBank, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.13), such LenderBank, the Issuing LenderBank, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s 's obligation to deduct or withhold Taxes is caused solely by such Lender’sBank's, the Issuing Lender’sBank's, or the Administrative Agent’s 's failure to provide the forms described in paragraph (d) of this Section 2.14 2.13 and such LenderBank, the Issuing LenderBank, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing Lender, Lender and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing Lender, Lender or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing Lender, Lender or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14), such Lender, the Issuing Lender, Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, Lender or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by any Credit Party under any of the Borrower Credit Documents to the Administrative Agent, the Issuing Lender, or a Lender shall be made, in accordance with Section 2.102.11, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges charges, or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing Lender, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing Lender, or a Lender, (i) taxes imposed on or measured by its net income or profits (however denominated) and franchise (or margin) taxes imposed on it by the Administrative Agent jurisdiction (as the case may be) is organized or any political subdivision thereof) (A) under the laws of which (or under the laws of a political subdivision of which) it is organized or in which its principal executive office is located or, in the case of a Lender, the laws of which (or under the laws of a political subdivision of which) such Lender’s applicable Lending Office is located, or (B) as a result of a present or former connection between it and the jurisdiction (or any political subdivision thereof) imposing such tax (other than any such connection arising solely from it having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Credit Document); (ii) branch profits taxes imposed by the United States of America or any similar taxes imposed by any jurisdiction described in (i); (iii) in the case of a Lender other than a Lender that becomes a party to this Agreement or any other Credit Document pursuant to an Assignment and Acceptance, any taxes imposed by the United States of America by means of withholding at the source, if and to the extent such United States withholding taxes are in effect on the date a Lender becomes a Lender hereunder; (iv) in the case of any Lender that becomes a party to this Agreement or any other Credit Document pursuant to an Assignment and Acceptance, any taxes imposed by the United States of America by means of withholding at the source, except to the extent that, pursuant to this Section 2.12, amounts with respect to such taxes were payable to such Lender’s assignor immediately before such Lender became a party to this Agreement or such Credit Document with respect to its applicable ownership interest in the Commitments; and (v) any U.S. federal withholding taxes imposed under FATCA (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges, withholdings withholdings, and liabilities being hereinafter referred to as “Taxes”) and). Except as provided in Section 2.12(f), in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction. If if the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lenderthe Administrative Agent, the Issuing Lender, or the Administrative Agentany Lender, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.12), such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) Lender receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower or the Administrative Agent, as applicable, shall make such deductions; and (iii) the Borrower or the Administrative Agent, as applicable, shall pay the full amount deducted to the relevant taxation authority Governmental Authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each LenderBank, the each Issuing LenderBank, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such LenderBank, the such Issuing LenderBank, or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction (all such non-non excluded taxes, levies, imposts, deductions, charges, withholdings with holdings and liabilities being hereinafter referred to as “"Taxes”") and, in the case of each Lender Bank and the each Issuing LenderBank, Taxes by the jurisdiction of such Lender’s Bank's Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any LenderBank, the any Issuing LenderBank, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.11), such LenderBank, the such Issuing LenderBank, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s 's obligation to deduct or withhold Taxes is caused solely by such Lender’sBank's, the such Issuing Lender’sBank's, or the Administrative Agent’s 's failure to provide the forms described in paragraph (de) of this Section 2.14 2.11 and such LenderBank, the such Issuing LenderBank, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower Borrowers shall be made, in accordance with Section 2.104.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, withholdings and all liabilities with respect thereto, excluding, excluding in the case of each Lender, the Issuing Lender, Lender and the Administrative Agent, Agent (i) taxes imposed on its income, and franchise taxes imposed on it, it by the jurisdiction under the laws of which such Lender, the Issuing Lender, Lender or the Administrative Agent (as the case may be) is organized or in which such Lender's Applicable Lending Office is located or any political subdivision of any such jurisdiction and (ii) any taxes imposed by the jurisdiction United States of America, the United Kingdom, or the Netherlands by means of withholding at the source if and to the extent that such taxes shall be in effect and shall be applicable on the Effective Date (or, in the case of a Lender which becomes a party to this Agreement after the Effective Date, on the date such Lender becomes a party to this Agreement), to payments to be made to such Lender or the Administrative Agent (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction"). If the a Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing Lender, Lender or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions or withholdings (including deductions applicable to additional sums payable under this Section 2.144.06(a)), such Lender, the Issuing Lender, Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings been made; provided, however, that if the a Borrower’s 's obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, 's or the Administrative Agent’s 's failure to provide the forms described in paragraph (de) of this Section 2.14 4.06 and such Lender, the Issuing Lender, Lender or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the such Borrower shall make such deductionsdeductions or withholdings; and (iii) the such Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.102.07, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing Lender, Lender and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing Lender, Lender or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing Lender, Lender or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.11), such Lender, the Issuing Lender, Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, ’s or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 2.11 and such Lender, the Issuing Lender, Lender or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower to or for the account of any Lender, any Lead Arranger and Bookrunner, the Lead Arranger or the Administrative Agent hereunder or under any other Credit Document shall be made, in accordance with Section 2.10, made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and all liabilities with respect theretoto such payments, excluding, in the case of each Lender, each Lead Arranger and Bookrunner, the Issuing Lender, Lead Arranger and the Administrative Agent, (1) taxes imposed on or measured by its incomenet income (however denominated), and franchise taxes imposed on itit (in lieu of net income taxes), by and branch profits taxes, in each case, pursuant to the laws of (y) the jurisdiction under the laws of which such Lender, such Lead Arranger and Bookrunner, the Issuing Lender, Lead Arranger or the Administrative Agent (Agent, as the case may be, is organized, or in which its principal office or Applicable Lending Office is located, and (z) is organized the United States, as a result of a present or former connection between such recipient and the United States (other than connections arising solely as a result of entering into or enforcing any political subdivision of the jurisdiction Credit Documents), (2) 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 to this Agreement (or designates a new lending office), except to the extent that such 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 the Borrower with respect to such withholding tax pursuant to this Section 2.12, (3) U.S. taxes attributable to such recipient’s failure to comply with Section 2.12(g) and (4) any withholding taxes imposed under FATCA (all such non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings withholdings, and liabilities with respect to such payments being hereinafter referred to as “Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction). If the Borrower shall be required by applicable law to deduct any Taxes from or in respect of any sum payable under this Agreement or any other Credit Document to any Lender, any Lead Arranger and Bookrunner, the Issuing Lender, Lead Arranger or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14), 2.12) such Lender, such Lead Arranger and Bookrunner, the Issuing Lender, Lead Arranger or the Administrative Agent (Agent, as the case may be) , receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and , (iii) the Borrower shall timely pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable lawlaw and (iv) the Borrower shall furnish to the Administrative Agent written evidence of payment thereof.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each LenderBank, the each Issuing LenderBank, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such LenderBank, the such Issuing LenderBank, or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”") and, in the case of each Lender Bank and the each Issuing LenderBank, Taxes by the jurisdiction of such Lender’s Bank's Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any LenderBank, the any Issuing LenderBank, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.11), such LenderBank, the such Issuing LenderBank, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s 's obligation to deduct or withhold Taxes is caused solely by such Lender’sBank's, the such Issuing Lender’sBank's, or the Administrative Agent’s 's failure to provide the forms described in paragraph (de) of this Section 2.14 2.11 and such LenderBank, the such Issuing LenderBank, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each LenderBank, the Issuing LenderBank, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such LenderBank, the Issuing LenderBank, or the Administrative Agent (as the case may be) is organized or any political subdivision of such jurisdiction or by the jurisdiction of such Bank’s Applicable Lending Office or any political subdivision of such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any LenderBank, the Issuing LenderBank, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.11), such LenderBank, the Issuing LenderBank, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such LenderBank’s, the Issuing LenderBank’s, or the Administrative Agent’s failure to provide the forms described in paragraph (de) of this Section 2.14 2.11 and such LenderBank, the Issuing LenderBank, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable lawLegal Requirements.

No Deduction for Certain Taxes. Any and all payments by any Credit Party under any of the Borrower Credit Documents to the Administrative Agent, the Issuing Lender, or a Lender shall be made, in accordance with Section 2.102.11, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges charges, or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing Lender, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing Lender, or a Lender, (i) taxes imposed on or measured by its income or profits (however denominated) and franchise (or margin) taxes imposed on it by the Administrative Agent jurisdiction (as the case may be) is organized or any political subdivision thereof) (A) under the laws of which (or under the laws of a political subdivision of which) it is organized or in which its principal executive office is located or, in the case of a Lender, the laws of which (or under the laws of a political subdivision of which) such Lender’s applicable Lending Office is located, or (B) as a result of a present or former connection between it and the jurisdiction (or any political subdivision thereof) imposing such tax (other than any such connection arising solely from it having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Credit Document); (ii) branch profits taxes imposed by the United States of America or any similar taxes imposed by any jurisdiction described in (i); (iii) in the case of a Lender other than a Lender that becomes a party to this Agreement or any other Credit Document pursuant to an Assignment and Acceptance, any taxes imposed by the United States of America by means of withholding at the source, if and to the extent such United States withholding taxes are in effect on the date a Lender becomes a Lender hereunder; (iv) in the case of any Lender that becomes a party to this Agreement or any other Credit Document pursuant to an Assignment and Acceptance, any taxes imposed by the United States of America by means of withholding at the source, except to the extent that, pursuant to this Section 2.12, amounts with respect to such taxes were payable to such Lender’s assignor immediately before such Lender became a party to this Agreement or such Credit Document with respect to its applicable ownership interest in the Commitments; and (v) any U.S. withholding taxes imposed under FATCA (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges, withholdings withholdings, and liabilities being hereinafter referred to as “Taxes”) and). Except as provided in Section 2.12(f), in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction. If if the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lenderthe Administrative Agent, the Issuing Lender, or the Administrative Agentany Lender, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.12), such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) Lender receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower or the Administrative Agent, as applicable, shall make such deductions; and (iii) the Borrower or the Administrative Agent, as applicable, shall pay the full amount deducted to the relevant taxation authority Governmental Authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.102.08, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the each Issuing Lender, Bank and the Administrative Agent, (i) taxes imposed on its income, and franchise taxes and branch profits taxes imposed on it, by the United States of America, the jurisdiction under the laws of which such Lender, the such Issuing Lender, Bank or the Administrative Agent (as the case may be) is organized organized, the jurisdiction in which its principal office or Applicable Lending Office is located, or any political subdivision of the jurisdiction foregoing, (ii) in the case of any Non-U.S. Lender (other than an assignee pursuant to a request by the Borrower under Section 2.15), any withholding tax that is imposed on amounts payable to such Non-U.S. Lender at the time such Non-U.S. Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Non-U.S. Lender’s failure or inability (other than as a result of a change in law) to comply with Section 2.12(c), except to the extent that such Non-U.S. 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 the Borrower with respect to such withholding tax pursuant to Section 2.12(a), and (iii) any United States withholding tax imposed by FATCA (all such non-excluded taxes collectively referred to as “Excluded Taxes”, and all such taxes, levies, imposts, deductions, charges, withholdings and liabilities other than the Excluded Taxes being hereinafter referred to as “Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the any Issuing LenderBank, or the Administrative Agent, (i) the sum Xxxxx Energy Partners -Operating L.P. Credit Agreement payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.12), such Lender, the such Issuing LenderBank, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, the Notes, or the other Credit Documents (hereinafter referred to as “Other Taxes”).

No Deduction for Certain Taxes. Any and all payments by any Credit Party under any of the Borrower Credit Documents to the Administrative Agent, the Issuing Lender, or a Lender shall be made, in accordance with Section 2.102.12, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges charges, or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing Lender, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing Lender, or a Lender, (i) taxes imposed on its income and franchise (or margin) taxes imposed on it by the Administrative Agent jurisdiction (as the case may be) is organized or any political subdivision thereof) under (A) the laws of which (or under the laws of a political subdivision of which) the Administrative Agent, the Issuing Lender, or such Lender is organized or in which its principal executive office is located, (B) in the case of each Lender, the laws of which (or under the laws of a political subdivision of which) such Lender's applicable Lending Office is located, and (C) the laws of the jurisdiction State of Texas; and (ii) any taxes imposed by the United States of America by means of withholding at the source, if and to the extent such United States withholding taxes are in effect on the date a Lender becomes a Lender hereunder (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges, withholdings withholdings, and liabilities being hereinafter referred to as “"Taxes”) and"). Except as provided in Section 2.13(f), in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction. If if the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lenderthe Administrative Agent, the Issuing Lender, or the Administrative Agentany Lender, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.13), such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) Lender receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority Governmental Authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower ------------------------------ shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing LenderBank, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing LenderBank, or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”") and, in the case of each Lender and the Issuing LenderBank, Taxes by the jurisdiction of such Lender’s 's Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing LenderBank, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.11), such Lender, the Issuing LenderBank, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, -------- that if the Borrower’s 's obligation to deduct or withhold Taxes is caused solely by such Lender’s's, the Issuing Lender’sBank's, or the Administrative Agent’s 's failure to provide the forms described in paragraph (de) of this Section 2.14 2.11 and such Lender, the Issuing LenderBank, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable lawLegal Requirements.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, (i) in the case of each LenderBank, the each Issuing LenderBank, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such LenderBank, the such Issuing LenderBank, or the Administrative Agent (as the case may be) is organized or any political subdivision of such jurisdiction or by the jurisdiction of such Bank’s Applicable Lending Office or any political subdivision of such jurisdiction and (ii) any U.S. federal withholding tax imposed pursuant to Sections 1471 through 1474 of the Code (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), including any current or future implementing Treasury Regulations and administrative pronouncements thereunder (collectively, “FATCA”) (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any LenderBank, the any Issuing LenderBank, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.11), such LenderBank, the such Issuing LenderBank, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such LenderBank’s, the such Issuing LenderBank’s, or the Administrative Agent’s failure to provide the forms described in paragraph (de) of this Section 2.14 2.11 and such LenderBank, the such Issuing LenderBank, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable lawLegal Requirements.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, (i) in the case of each Lender, the Issuing LenderBank, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing LenderBank, or the Administrative Agent (as the case may be) is organized or carries on business (other than as a result of a connection arising primarily from the Lender, Issuing Bank, or the Administrative Agent, as the case may be, having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement) or any political subdivision or taxing authority of the jurisdiction such jurisdictions (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, (ii) in the case of each Lender and the Issuing LenderBank, Taxes by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing LenderBank, or the Administrative Agent, (ix) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.11), such Lender, the Issuing LenderBank, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing LenderBank’s, or the Administrative Agent’s failure to provide the forms described in paragraph (de) of this Section 2.14 2.11 and such Lender, the Issuing LenderBank, or the Administrative Agent could lawfully have provided such forms, no such increase shall be required; (iiy) the Borrower shall make such deductions; and (iiiz) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable lawLegal Requirements.

No Deduction for Certain Taxes. Any and all payments by or on behalf of any Credit Party under or with respect to any of the Borrower Credit Documents to the Administrative Agent or a Lender shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect theretoTaxes, excluding, in the case of each the Administrative Agent or a Lender, the Issuing Lender, and the Administrative Agent, taxes (i) Taxes imposed on or measured by its income, net income or profits (however denominated) and franchise taxes (or margin) Taxes imposed on it, it by the jurisdiction (or any political subdivision thereof) (A) under the laws of which such (or under the laws of a political subdivision of which) it is organized or in which its principal executive office is located or, in the case of a Lender, the Issuing laws of which (or under the laws of a political subdivision of which) such Lender’s applicable Lending Office is located, or (B) as a result of a present or former connection between it and the Administrative Agent jurisdiction (as the case may be) is organized or any political subdivision thereof) imposing such Tax (other than any such connection arising solely from it having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Credit Document); (ii) branch profits Taxes imposed by the United States of America or any -30- NY\6260051.12 similar Taxes imposed by any jurisdiction described in (i); (iii) in the jurisdiction case of a Lender other than a Lender that becomes a party to this Agreement or any other Credit Document pursuant to an Assignment and Acceptance, any Taxes imposed by the United States of America by means of withholding at the source pursuant to a law in effect on the date a Lender becomes a Lender hereunder; (iv) in the case of any Lender that becomes a party to this Agreement or any other Credit Document pursuant to an Assignment and Acceptance, any Taxes imposed by the United States of America by means of withholding at the source, except to the extent that, pursuant to this Section 2.11, amounts with respect to such Taxes were payable to such Lender’s assignor immediately before such Lender became a party to this Agreement or such Credit Document with respect to its applicable ownership interest in the Commitments; and (v) any U.S. federal withholding Taxes imposed under FATCA (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities nonexcluded Taxes being hereinafter referred to as “Indemnified Taxes”) and). Except as provided in Section 2.11(f), in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction. If if the Borrower shall be required by law to deduct any Indemnified Taxes from or in respect of any sum payable to the Administrative Agent or any Lender, the Issuing Lender, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions of Indemnified Taxes applicable to additional sums payable under this Section 2.142.11), such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) Lender receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower or the Administrative Agent, as applicable, shall make such deductions; and (iii) the Borrower or the Administrative Agent, as applicable, shall pay the full amount deducted to the relevant taxation authority Governmental Authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, (i) in the case of each Lender, the Issuing LenderBank, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing LenderBank, or the Administrative Agent (as the case may be) is organized or carries on business (other than as a result of a connection arising primarily from the Lender, Issuing Bank, or the Administrative Agent (as the case may be) having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement) or any political subdivision or taxing authority of the jurisdiction such jurisdictions (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, (ii) in the case of each Lender and the Issuing LenderBank, Taxes by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing LenderBank, or the Administrative Agent, (ix) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.11), such Lender, the Issuing LenderBank, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing LenderBank’s, or the Administrative Agent’s failure to provide the forms described in paragraph (de) of this Section 2.14 2.11 and such Lender, the Issuing LenderBank, or the Administrative Agent could have provided such forms, no such increase shall be required; (iiy) the Borrower shall make such deductions; and (iiiz) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.Legal Requirements. 50

No Deduction for Certain Taxes. Any and all payments by the Borrower Borrowers shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the each Issuing Lender, Lender and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the such Issuing Lender, Lender or the Administrative Agent (as the case may be) is organized or any political subdivision of the such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, in the case of each Lender and the each Issuing Lender, Taxes by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision of such jurisdiction. If the any Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the any Issuing Lender, Lender or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.11), such Lender, the such Issuing Lender, Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the such Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the such Issuing Lender’s, ’s or the Administrative Agent’s failure to provide the forms described in paragraph (dSection 2.11(e) of this Section 2.14 and such Lender, the such Issuing Lender, Lender or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the such Borrower shall make such deductions; and (iii) the such Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the any Borrower shall be made, in accordance with Section 2.102.6, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing Lender, Lender and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing Lender, Lender or the Administrative Agent (as the case may be) is organized organized, or the jurisdiction of such Person's Applicable Lending Office, or any political subdivision of the either such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction"). If the any Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing Lender, Lender or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.27), such Lender, the Issuing Lender, Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the such Borrower’s 's obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, 's or the Administrative Agent’s 's failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms2.27, no such increase shall be required; (ii) the such Borrower shall make such deductions; and (iii) the such Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing LenderBank, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing LenderBank, or the Administrative Agent (as the case may be) is organized or carries on business (other than as a result of a connection arising primarily from the Lender, Issuing Bank, or the Administrative Agent (as the case may be) having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement) or any political subdivision of the jurisdiction (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, in the case of each Lender and the Issuing LenderBank, Taxes by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing LenderBank, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.11), such Lender, the Issuing LenderBank, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing LenderBank’s, or the Administrative Agent’s failure to provide the forms described in paragraph (de) of this Section 2.14 2.11 and such Lender, the Issuing LenderBank, or the Administrative Agent could have provided such formsforms or if such Lender, Issuing Bank, or the Administrative Agent (as the case may be) fails to comply with Section 2.11(g), no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable lawLegal Requirements.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.102.08, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each LenderBank, the Issuing Lender, Bank and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction (any political subdivision of the jurisdiction) under the laws of which such LenderBank, the Issuing Lender, Bank or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction maintains its Applicable Lending Office (all such non-excluded income and franchise taxes collectively referred to as "Excluded Taxes", and all such taxes, levies, imposts, deductions, charges, withholdings and liabilities liabilities, other than the Excluded Taxes being hereinafter referred to as “"Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any LenderBank, the Issuing Lender, Bank or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.142.12), such LenderBank, the Issuing Lender, Bank or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, the Notes, or the other Credit Documents (hereinafter referred to as "Other Taxes").