Common use of Payments Free and Clear Clause in Contracts

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender or the Administrative Agent, (A) 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 3.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d).

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income the Issuing Bank and the Administrative Agent, taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Administrative Agent, the Issuing Bank or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which the Administrative Agent, the Issuing Bank or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender, the Issuing Bank or the Administrative Agent is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Taxes"”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders, the Issuing Bank or the Administrative Agent, Agent (Ai) 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 3.114.06) such Lender Lender, the Issuing Bank or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income the Issuing Bank and the Administrative Agent, taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Administrative Agent, the Issuing Bank or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which the Administrative Agent, the Issuing Bank or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender, the Issuing Bank or the Administrative Agent is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders, the Issuing Bank or the Administrative Agent, Agent (Ai) 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 3.114.06) such Lender Lender, the Issuing Bank or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Agent or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction under (or any political subdivision thereof) in which the laws of Agent or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender or the Administrative Agent (is presently doing business in which taxes are imposed solely as the case may be) is organized or is or should be qualified to do a result of doing business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the such jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders or the Administrative Agent, Agent (Ai) 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 3.114.06) such Lender or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Agent or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction under (or any political subdivision thereof) in which the laws of Agent or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender or the Administrative Agent (is presently doing business which taxes are imposed solely as the case may be) is organized or is or should be qualified to do a result of doing business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the such jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders or the Administrative Agent, Agent (Ai) 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 3.114.06) such Lender or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, taxes imposed on their income and franchise or similar taxes imposed on them, by the (i) any jurisdiction under the laws (or political subdivision thereof) of which such Lender or the Administrative Agent (or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) is organized or is or should be qualified to do business the jurisdiction (or any political subdivision thereof and (iithereof) in which the case of each Administrative Agent or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender, income and franchise the Administrative Agent is presently doing business in which taxes are imposed by the solely as a result of doing business in such jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders or the Administrative Agent, (A) 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 3.114.06) such Lender or Lender, the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (B) the Borrower shall make such deductions, deductions and (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed on (or measured by) its net income by the United States of America or by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or its principal office is located or is or should be qualified to do business or any political subdivision thereof thereof, or in the case of any Lender, in which its applicable Lending Office is located (provided, however, that no Lender shall be deemed to be located in any jurisdiction solely as a result of taking any action related to this Agreement or the Notes or Letters of Credit) and (ii) in the case of each Lender, income and franchise taxes any branch profits tax imposed by the jurisdiction United States of such Lender's Lending Office America or any political subdivision thereof similar tax imposed by any other jurisdiction described in clause (i) above (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (A) 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 3.115.12) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d5.12(d). The Borrower shall not, however, be required to pay any amounts pursuant to clause (A) of the preceding sentence to any Foreign Lender or the Administrative Agent not organized under the laws of the United States of America or a state thereof (or the District of Columbia) if such Foreign Lender or the Administrative Agent fails to comply with the requirements of paragraph (e) of this Section 5.12 or Section 5.9(d), as the case may be.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes or the Letters of Credit shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed on (or measured by) its net income by the United States of America or by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or its principal office is located or is or should be qualified to do business or any political subdivision thereof thereof, or in the case of any Lender, in which its applicable Lending Office is located (provided, however, that no Lender shall be deemed to be located in any jurisdiction solely as a result of taking any action related to this Agreement or the Revolving Credit Notes or Letters of Credit) and (ii) in the case of each Lender, income and franchise taxes any branch profits tax imposed by the jurisdiction United States of such Lender's Lending Office America or any political subdivision thereof similar tax imposed by any other jurisdiction described in clause (i) above (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note or Letter of Credit to any Lender or the Administrative Agent, (A) 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 3.115.12) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d5.12(d). The Borrower shall not, however, be required to pay any amounts pursuant to clause (A) of the preceding sentence to any Foreign Lender or the Administrative Agent not organized under the laws of the United States of America or a state thereof (or the District of Columbia) if such Foreign Lender or the Administrative Agent fails to comply with the requirements of paragraph (e) of this Section 5.12 or Section 5.9(d), as the case may be.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed on (or measured by) its net income by the United States of America or by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or its principal office is located or is or should be qualified to do business or any political subdivision thereof thereof, or in the case of any Lender, in which its applicable Lending Office is located (provided, however, that no Lender shall be deemed to be located in any jurisdiction solely as a result of taking any action related to this Agreement or the Notes or Letters of Credit) and (ii) in the case of each Lender, income and franchise taxes any branch profits tax imposed by the jurisdiction United States of such Lender's Lending Office America or any political subdivision thereof similar tax imposed by any other jurisdiction described in clause (i) above (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Taxes"”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (A) 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 3.115.12) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d5.12(d). The Borrower shall not, however, be required to pay any amounts pursuant to clause (A) of the preceding sentence to any Foreign Lender or the Administrative Agent not organized under the laws of the United States of America or a state thereof (or the District of Columbia) if such Foreign Lender or the Administrative Agent fails to comply with the requirements of paragraph (e) of this Section 5.12 or Section 5.9(d), as the case may be.

Payments Free and Clear. Any Except as otherwise provided in Section 5.11(e), any and all payments by the Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or in respect of any Letter of Credit Note to any Lender or the Administrative Agent, (A) except as otherwise provided in Section 5.11(e), the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 3.115.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions or withholdings been made, (B) the Borrower shall make such deductionsdeductions or withholdings, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent and such Lender evidence of such payment to the relevant taxing authority or other authority Governmental Authority in the manner provided in Section 3.11(d5.11(d).

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Agent or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction under (or any political subdivision thereof) in which the laws of Agent or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender or the Administrative Agent (is presently doing business in which taxes are imposed solely as the case may be) is organized or is or should be qualified to do a result of doing business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the such jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-non- excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders or the Administrative Agent, Agent (Ai) 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 3.114.06) such Lender or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by Borrower under this Agreement or any of the Borrower hereunder or under the Revolving Credit Notes other Loan Documents shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative AgentLender, income taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which Lender is a citizen or resident or in which Lender has a permanent establishment (or is otherwise engaged in the active conduct of its business through an office or a branch), (ii) the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (iithereof) in the case of each Lenderwhich Lender is organized, income and franchise taxes imposed by the or (iii) any jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which Lender is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities so arising out of payments by Borrower being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender or the Administrative Agent, (Ai) 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 3.111.13) such Lender or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income the Issuing Bank and the Agent, taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Agent, the Issuing Bank or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which the Agent, the Issuing Bank or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender, the Issuing Bank or the Agent is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Taxes"”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders, the Issuing Bank or the Administrative Agent, Agent (Ai) 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 3.114.06) such Lender Lender, the Issuing Bank or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower Company hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender Bank and the Administrative Agent, income taxes imposed on its income, and franchise or similar taxes imposed on it, by the (i) any jurisdiction under the laws (or political subdivision thereof) of which the Agent or such Lender or the Administrative Agent (Bank, as the case may be, is a citizen or resident or in which such Bank has an Applicable Lending Office, (ii) is organized or is or should be qualified to do business the jurisdiction (or any political subdivision thereof and (iithereof) in which the case of each LenderAgent or such Bank is organized, income and franchise taxes imposed by the or (iii) any jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which such Bank or the Agent is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower Company shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Banks or the Administrative Agent, Agent (Ai) 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 3.114.06) such Lender Bank or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower Company shall make such deductions, deductions and (Ciii) the Borrower Company shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Construction Loan Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Construction Loan Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 3.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions or withholdings been made, (B) the Borrower shall make such deductionsdeductions or withholdings, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority Governmental Authority in the manner provided in Section 3.11(d).

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of of, and without deduction for for, any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, taxes imposed on Lender's income, and franchise or similar taxes imposed on the Lender, by (i) in any jurisdiction (or political subdivision thereof) of which the case of each Lender and the Administrative AgentLender, income and franchise taxes imposed by is a citizen or resident, (ii) the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (iithereof) in which the case of each LenderLender is organized, income and franchise taxes imposed by the or (iii) any jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which the Lender is presently or hereafter doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any the Lender or the Administrative Agent, (Ai) 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 3.114.03) such the Lender or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income the Issuing Bank and the Agent, taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Agent, the Issuing Bank or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which the Agent, the Issuing Bank or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender, the Issuing Bank or the Agent is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders, the Issuing Bank or the Administrative Agent, Agent (Ai) 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 3.114.06) such Lender Lender, the Issuing Bank or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower Company hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agentany Holder, income taxes imposed on its income, and franchise or similar taxes imposed on it, by the (i) any jurisdiction under the laws (or political subdivision thereof) of which such Lender Holder is a citizen or resident, (ii) the Administrative Agent jurisdiction (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (iithereof) in the case of each Lenderwhich such Holder is organized, income and franchise taxes imposed by the or (iii) any jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which such Holder is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower Company shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender or the Administrative Agent, Holder (Ai) 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 3.114.03) such Lender or the Administrative Agent (as the case may be) receives Holder shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower Company shall make such deductions, deductions and (Ciii) the Borrower Company shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, applicable law and (D) the Borrower shall deliver to the Administrative Agent evidence of provide such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)Holder with a receipt thereof.

Payments Free and Clear. Any and all payments by the Borrower Borrowers hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or and the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's ’s Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Taxes"”). If the Borrower Borrowers shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, : (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including without limitation deductions applicable to additional sums payable under this Section 3.114.9) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party it would have received had no such deductions been made, ; (B) the Borrower Borrowers shall make such deductions, ; (C) the Borrower Borrowers shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, applicable law; and (D) the Borrower Borrowers shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)4.9(d) hereof.

Payments Free and Clear. Any and all payments by each of the Borrower Borrowers hereunder or under the Revolving Credit Notes Note shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, excluding income and franchise taxes imposed by the jurisdiction under the laws of which such Lender the Administrative Agent, any Lender, or the Administrative Agent (as the case may be) European Swingline Lender is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings with each of the Borrowers and liabilities being hereinafter referred to as "Taxes"). If any of the Borrower Borrowers shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender or the Administrative Agent, any Lender, or the European Swingline Lender, (A) 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 3.113.10) such Lender the Administrative Agent, any Lender, or the Administrative Agent (as the case may be) European Swingline Lender receives an amount equal to the amount such party the Lender would have received had no such deductions been made, (B) the such Borrower shall make such deductions, (C) the such Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the such Borrower shall deliver to the Administrative Agent Agent, any Lender, or the European Swingline Lender evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d3.10(d).

Payments Free and Clear. Any and all payments by the Borrower Borrowers hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the any Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (A) 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 3.114.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the such Borrower shall make such deductions, (C) the such Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the such Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d4.11(d).

Payments Free and Clear. Any and all payments by the Borrower Borrowers hereunder or under the Revolving Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the United States of America, any political subdivision thereof, the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower Borrowers shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender or the Administrative Agent, (A) 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 3.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower Borrowers shall make such deductions, (C) the Borrower Borrowers shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower Borrowers shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d).

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with SECTION 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income the Issuing Bank and the Administrative Agent, taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Administrative Agent, the Issuing Bank or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which the Administrative Agent, the Issuing Bank or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender, the Issuing Bank or the Administrative Agent is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "TaxesTAXES"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders, the Issuing Bank or the Administrative Agent, Agent (Ai) 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 3.11SECTION 4.06) such Lender Lender, the Issuing Bank or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed on (or measured by) its net income by the United States of America or by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or its principal office is located or is or should be qualified to do business or any political subdivision thereof thereof, or in the case of any Lender, in which its applicable Lending Office is located (PROVIDED, however, that no Lender shall be deemed to be located in any jurisdiction solely as a result of taking any action related to this Agreement, the Notes or Letters of Credit) and (ii) in the case of each Lender, income and franchise taxes any branch profits tax imposed by the jurisdiction United States of such Lender's Lending Office America or any political subdivision thereof similar tax imposed by any other jurisdiction described in clause (i) above (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "TaxesTAXES"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (A) 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 3.114.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the 42 manner provided in Section 3.11(d4.11(d). The Borrower shall not, however, be required to pay any amounts pursuant to clause (A) of the preceding sentence to any Foreign Lender or the Administrative Agent not organized under the laws of the United States of America or a state thereof (or the District of Columbia) if such Foreign Lender or the Administrative Agent fails to comply with the requirements of paragraph (e) of this Section 4.11.

Payments Free and Clear. Any and all payments by the Borrower or any Guarantor hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income the Issuing Bank and the Administrative Agent, taxes imposed on or measured by its income, and franchise or similar taxes imposed on it, by any jurisdiction, taxes imposed by the any jurisdiction as a direct consequence of such Lender's Lending Office it, or any political subdivision thereof of its Affiliates, having a present or former connection with such jurisdiction, including without limitation, being organized, existing or qualified to do business, doing business or maintaining a permanent establishment or office in such jurisdiction, and taxes imposed by reason of its failure to comply with any applicable certification, identification, information, documentation or other reporting requirement (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders, the Issuing Bank or the Administrative Agent, Agent (Ai) 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 3.114.06) such Lender Lender, the Issuing Bank or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 3.114.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions or withholdings been made, (B) the Borrower shall make such deductionsdeductions or withholdings, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority Governmental Authority in the manner provided in Section 3.11(d4.11(d).

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto excludingthereto, (i) in the case of each Lender and the Administrative AgentEXCLUDING, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income the Issuing Bank and the Agent, taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Agent, the Issuing Bank or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which the Agent, the Issuing Bank or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender, the Issuing Bank or the Agent is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "TaxesTAXES"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders, the Issuing Bank or the Administrative Agent, Agent (Ai) 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 3.114.06) such Lender Lender, the Issuing Bank or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower each Obligor hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income the Issuing Bank and the Agents, taxes imposed on its income, and franchise or similar taxes imposed on it ("Excluded Taxes"), by (i) the jurisdiction of such Lender's Lending Office United States or Canada (or any political subdivision thereof thereof), (ii) any jurisdiction (or political subdivision thereof) of which either of the Agents, the Issuing Bank or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (iii) the jurisdiction (or any political subdivision thereof) in which either of the Agents, the Issuing Bank or such Lender is organized, or (iv) any jurisdiction (or political subdivision thereof) in which such Lender, the Issuing Bank or either of the Agents is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower any Obligor shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to the Lenders, the Issuing Bank or under any Revolving Credit Note to any Lender or either of the Administrative AgentAgents, (Ai) 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 3.114.06) such Lender Lender, the Issuing Bank or either of the Administrative Agent Agents (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower such Obligor shall make such deductions, deductions and (Ciii) the Borrower such Obligor shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Agent or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction under (or any political subdivision thereof) in which the laws of Agent or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender or the Administrative Agent (is presently doing business which taxes are imposed solely as the case may be) is organized or is or should be qualified to do a result of doing business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the such jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "TaxesTAXES"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders or the Administrative Agent, Agent (Ai) 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 3.114.06) such Lender or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any Except as otherwise provided in Section 5.11(e), any and all payments by the Borrower hereunder or under the Revolving Notes or in respect of the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's ’s Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Taxes"”). If the Borrower shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or in respect of any Letter of Credit Note to any Lender or the Administrative Agent, (A) except as otherwise provided in Section 5.11(e), the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 3.115.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions or withholdings been made, (B) the Borrower shall make such deductionsdeductions or withholdings, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent and such Lender evidence of such payment to the relevant taxing authority or other authority Governmental Authority in the manner provided in Section 3.11(d5.11(d).

Payments Free and Clear. Any Except as otherwise provided in Section 4.13(e), any and all payments by the Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or in respect of any Letter of Credit Note to any Lender or the Administrative Agent, (A) except as otherwise provided in Section 4.13(e), the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 3.114.13) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions or withholdings been made, (B) the Borrower shall make such deductionsdeductions or withholdings, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent and such Lender evidence of such payment to the relevant taxing authority or other authority Governmental Authority in the manner provided in Section 3.11(d4.13(d).

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (A) 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 3.114.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d4.11(d).

Payments Free and Clear. Any and all payments by the Borrower an Obligor hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Administrative Agent or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction under (or any political subdivision thereof) in which the laws of Administrative Agent or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender or the Administrative Agent (is presently doing business which taxes are imposed solely as the case may be) is organized or is or should be qualified to do a result of doing business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the such jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower an Obligor shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders or the Administrative Agent, Agent (Ai) 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 3.114.06) such Lender or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower such Obligor shall make such deductions, deductions and (Ciii) the Borrower such Obligor shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower Borrowers hereunder or under the Revolving Note or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's ’s Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Taxes"”). If the Borrower Borrowers shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under the Note or any Revolving Letter of Credit Note to any Lender or the Administrative Agent, (A) 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 3.114.9) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower Borrowers shall make such deductions, (C) the Borrower Borrowers shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower Borrowers shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d4.9(d).

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "TaxesTAXES"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (A) 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 3.11SECTION 4.17) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(dSECTION 4.17(D).

Payments Free and Clear. Any and all payments by the Borrower Issuer hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 1.1(d), free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative AgentHolder, income taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Holder is a citizen or resident, (ii) the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (iithereof) in which the case of each LenderHolder is organized, income and franchise taxes imposed by the or (iii) any jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which the Holder is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-non excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Taxes"”). If the Borrower Issuer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender or the Administrative AgentHolder, (Ai) 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 3.112.1) such Lender or the Administrative Agent (as the case may be) receives Holder shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower Issuer shall make such deductions, deductions and (Ciii) the Borrower Issuer shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto excludingthereto, (i) in the case of each Lender and the Administrative AgentEXCLUDING, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income the Issuing Bank and the Agent, taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Agent, the Issuing Bank or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which the Agent, the Issuing Bank or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender, the Issuing Bank or the Agent is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "TaxesTAXES"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders, the Issuing Bank or the Administrative Agent, Agent (Ai) 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 3.114.06) such Lender Lender, the Issuing Bank or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, applicable law and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to provide the relevant taxing authority or other authority in the manner provided in Section 3.11(d)Lender with a receipt thereof.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (A) 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 3.114.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d4.11(d).

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income the Issuing Bank and the Agent, taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Agent, the Issuing Bank or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which the Agent, the Issuing Bank or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender, the Issuing Bank or the Agent is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "TaxesTAXES"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders, the Issuing Bank or the Administrative Agent, Agent (Ai) 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 3.114.06) such Lender Lender, the Issuing Bank or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's ’s Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Taxes"”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (A) 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 3.114.16) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d4.16(d). Any Lender for which any such payment shall have been made shall promptly remit to the Borrower the amount of any excess benefit such Lender receives by reason of such payment.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with SECTION 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income the Issuing Bank and the Administrative Agent, taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Administrative Agent, the Issuing Bank or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which the Administrative Agent, the Issuing Bank or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender, the Issuing Bank or the Administrative Agent is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders, the Issuing Bank or the Administrative Agent, Agent (Ai) 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 3.11SECTION 4.06) such Lender Lender, the Issuing Bank or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower ----------------------- hereunder or under the Revolving Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, excluding (i) in taxes imposed on or measured by the case overall net income of each any Lender and or its Lending Office or the Administrative Agent or the Administrative Agent's Office, income as the case may be, and all franchise or similar taxes imposed measured by capital or net worth of such Lender or its Lending Office or the Administrative Agent or the Administrative Agent's Office, as the case may be, in each case imposed: (A) by the jurisdiction under the laws of which such Lender or the Administrative Agent (Agent, as the case may be, is organized, or in which its principal executive office is located, (B) by the jurisdiction in which the Lending Office of such Lender or the Administrative Agent's Office, as applicable, is organized located or is (C) solely by reason of such Lender or should be qualified to do the Administrative Agent, as the case may be, doing business in the jurisdiction imposing such tax, other than as a result of this Agreement or any political subdivision thereof Note or any transaction contemplated hereby and (ii) in the case of each Lender, income and franchise taxes any United States withholding tax imposed by on such payments but only to the jurisdiction of extent that such Lender's Lending Office or any political subdivision thereof Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note or to any Lender or the Administrative Agent, (A) 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 3.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d3.11(e).

Payments Free and Clear. Any and all payments by the Borrower Borrowers ----------------------- hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower Borrowers shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or in respect of any Letter of Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 3.115.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower Borrowers shall make such deductions, (C) the Borrower Borrowers shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower Borrowers shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority Governmental Authority in the manner provided in Section 3.11(d5.11(d).

Payments Free and Clear. Any and all payments by the Borrower or any Guarantor hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income the Issuing Bank and the Administrative Agent, taxes imposed on or measured by its income, and franchise or similar taxes imposed on it, by any jurisdiction, taxes imposed by the any jurisdiction as a direct consequence of such Lender's Lending Office it, or any political subdivision thereof of its Affiliates, having a present or former connection with such jurisdiction, including without limitation, being organized, existing or qualified to do business, doing business or maintaining a permanent establishment or office in such jurisdiction, and taxes imposed by reason of its failure to comply with any applicable certification, identification, information, documentation or other reporting requirement (all such non-excluded -39- taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders, the Issuing Bank or the Administrative Agent, Agent (Ai) 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 3.114.06) such Lender Lender, the Issuing Bank or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower ----------------------- hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (A) 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 3.114.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d4.11(d).

Payments Free and Clear. Any and all payments by the Borrower Borrowers hereunder or under the Revolving any Note or Letter of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof (excluding taxes imposed on the basis of net income) and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's ’s Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Taxes"”). If the Borrower Borrowers shall be required by law or applicable treaty to deduct and withhold any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions and withholdings (including including, without limitation, deductions and withholdings applicable to additional sums payable under this Section 3.114.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower Borrowers shall make such deductionsdeductions and withholdings, (C) the Borrower Borrowers shall pay the full amount deducted and withheld to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower Borrowers shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)4.11(d) hereof.

Payments Free and Clear. Any Except as otherwise provided in Section 4.11(e), any and all payments by the any Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower Borrowers shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or in respect of any Letter of Credit Note to any Lender or the Administrative Agent, (A) except as otherwise provided in Section 4.11(e), the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 3.114.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions or withholdings been made, (B) the Borrower Borrowers shall make such deductionsdeductions or withholdings, (C) the Borrower Borrowers shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower Borrowers shall deliver to the Administrative Agent and such Lender evidence of such payment to the relevant taxing authority or other authority Governmental Authority in the manner provided in Section 3.11(d4.11(d).

Payments Free and Clear. Any Except as otherwise provided in Section 5.11(e), any and all payments by the any Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's ’s Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Taxes"”). If the Borrower Borrowers shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or in respect of any Letter of Credit Note to any Lender or the Administrative Agent, (A) except as otherwise provided in Section 5.11(e), the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 3.115.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions or withholdings been made, (B) the Borrower Borrowers shall make such deductionsdeductions or withholdings, (C) the Borrower Borrowers shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower Borrowers shall deliver to the Administrative Agent and such Lender evidence of such payment to the relevant taxing authority or other authority Governmental Authority in the manner provided in Section 3.11(d5.11(d).

Payments Free and Clear. Any and all payments by the Borrower an Obligor hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Administrative Agent or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction under (or any political subdivision thereof) in which the laws of Administrative Agent or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender or the Administrative Agent (is presently doing business which taxes are imposed solely as the case may be) is organized or is or should be qualified to do a result of doing business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the such jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower an Obligor shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders or the Administrative Agent, Agent (Ai) 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 3.114.06) such Lender or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower such Obligor shall make such deductions, deductions and (Ciii) the Borrower such Obligor shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and applicable law. (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(db).

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "TaxesTAXES"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (A) 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 3.11SECTION 4.17) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(dSECTION 4.17(d).

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and thereof, (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof and (iii) in the case of each Lender and the Agent, income and franchise taxes imposed by the United States (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (A) 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 3.114.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d).such

Payments Free and Clear. Any and all All payments by made to or for the Borrower hereunder or benefit of the Owner Trust under the Revolving Credit Notes Operative Agreements (including payments of any Financing Cost, Owner Trust Yield fees and the purchase price payable on the exercise of the Purchase Option) shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes")Impositions. If the Borrower Agent, the Owner Trust, the Owner Trustee, the Guarantor or any other Person ("Applicable Payor") shall be required by law to deduct any Taxes Impositions from or in respect of any sum amounts payable hereunder under this Agreement or under any Revolving Credit Note other Operative Agreement to any or for the benefit of a Lender, Lender Agent, Certificate Participant, Owner Trust Parent, the Owner Trust or the Administrative AgentTrustee thereof ("Applicable Payee"), (A) the sum amounts payable by the Applicable Payor (as rent, interest or otherwise) 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 3.1112.3) such Lender or the Administrative Agent (as the case may be) receives Applicable Payee shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (B) the Borrower Applicable Payor shall make such deductions, deductions and (C) the Borrower Applicable Payor shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) all applicable laws. The Agent will indemnify each Indemnified Person on an After Tax Basis for the Borrower shall deliver full amount of any sums paid by such Indemnified Person pursuant to the Administrative Agent evidence second sentence of this Section 12.3(a) and any liability such payment Indemnified Person may incur or be required to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)pay.

Payments Free and Clear. Any and all payments by or on account of any obligation of any of the Borrower Borrowers hereunder or under the Revolving Credit Notes shall be made free and clear of and without deduction or withholding for any and all present Indemnified Taxes or future taxesOther Taxes; provided, leviesthat, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in if any of the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower Borrowers shall be required by law to deduct deduct, withhold, pay or be assessed any Indemnified Taxes from or Other Taxes in respect of such payments, or any sum payable hereunder Indemnitee that receives any payments shall be required to deduct, withhold, pay or under be assessed any Revolving Credit Note to any Lender Indemnified Taxes or the Administrative AgentOther Taxes in respect of such payments, then (A1) the sum amounts payable by the Borrowers shall be increased as may be necessary so that that, after taking into account all assessments or making all required deductions deductions, withholdings, payments and assessments (including deductions deductions, withholdings, payments and assessments applicable to additional sums payable under this Section 3.11) such Lender or the Administrative Agent (as the case may be) 2.21), each Indemnitee receives and retains an amount equal to the amount such party sum it would have received had no such deductions deduction, withholding, payment or assessment been mademade (and for greater certainty, it is intended by the parties hereto that the applicable Borrowers be responsible to pay such additional amounts to the Applicable Funding Bank in respect of both (Bi) the Borrower withholding obligations of the applicable Borrowers on payments to the Applicable Funding Bank and (ii) the withholding obligations of the Applicable Funding Bank on payments to a Risk Participant), and (2) the applicable Borrowers shall make all such deductions, (C) the Borrower withholdings, payments and assessments and such Borrowers shall pay the full amount deducted deducted, withheld, paid or assessed to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Notes or in respect of the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or in respect of any Letter of Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 3.114.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions or withholdings been made, (B) the Borrower shall make such deductionsdeductions or withholdings, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority Governmental Authority in the manner provided in Section 3.11(d4.11(d).

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note other Loan Document to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 3.114.12) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions or withholdings been made, (B) the Borrower shall make such deductionsdeductions or withholdings, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority Governmental Authority in the manner provided in Section 3.11(d4.12(d).

Payments Free and Clear. Any and all payments by the Borrower BORROWER hereunder or under the Revolving Credit Notes NOTES or the LETTERS OF CREDIT shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender LENDER, the ISSUING BANK, and the Administrative AgentAGENTS, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender LENDER, the ISSUING BANK, or the Administrative Agent AGENTS (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each LenderLENDER, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office LENDER'S LENDING OFFICE or any political subdivision thereof (all such non-non- excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "TaxesTAXES"). If the Borrower BORROWER shall be required by law to deduct any Taxes taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note NOTE or LETTER OF CREDIT to any Lender LENDER or the Administrative AgentAGENTS, (A1) 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 3.114.11) such Lender LENDER, the ISSUING BANK, or the Administrative Agent AGENTS (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B2) the Borrower BORROWER shall make such deductions, (C3) the Borrower BORROWER shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D4) the Borrower BORROWER shall deliver to the Administrative Agent ADMINISTRATIVE AGENT evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(dSubsection 4.11.(d).

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes or the Letters of Credit shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed on (or measured by) its net income by the United States of America or by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or its principal office is located or is or should be qualified to do business or any political subdivision thereof thereof, or in the case of any Lender, in which its applicable Lending Office is located (provided, however, that no Lender shall be deemed to be located in any jurisdiction solely as a result of taking any action related to this Agreement or the Revolving Credit Notes or Letters of Credit) and (ii) in the case of each Lender, income and franchise taxes any branch profits tax imposed by the jurisdiction United States of such Lender's Lending Office America or any political subdivision thereof similar tax imposed by any other jurisdiction described in clause (i) above (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note or Letter of Credit to any Lender or the Administrative Agent, (A) 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 3.115.12) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d5.12(d).. The Borrower shall not, however, be required to pay any amounts pursuant to clause (A) of the preceding sentence to any Foreign Lender or the Administrative Agent not organized under the laws of the United States of America or a state thereof (or the District of Columbia) if such Foreign Lender or the Administrative Agent fails to comply with the requirements of paragraph (e) of this Section 5.12 or Section 5.9(d), as the case may be. (b)

Payments Free and Clear. Any and all payments by the Borrower hereunder or any Obligor under the Revolving Credit Notes Financing Documents shall be made made, in accordance with Section 3.01, free and clear of and without deduction for any and all present or future taxesTaxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative AgentLender, Taxes imposed on its net income or net profits, and franchise or similar taxes imposed on it, and any branch profits imposed by the United States or any similar tax imposed by any other jurisdiction under in which the laws Lender is located, by (i) any jurisdiction (or political subdivision thereof) of which such the Lender is a citizen or resident or in which the Administrative Agent Lender has a permanent establishment (as the case may be) is organized or is otherwise engaged in the active conduct of its banking business through an office or should be qualified to do business a branch) which is the Lender’s Applicable Lending Office, (ii) the jurisdiction (or any political subdivision thereof and (iithereof) in which the case of each LenderLender is organized, income and franchise taxes imposed by the or (iii) any jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which Taxes are imposed as a result of the Lender doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities nonexcluded Taxes being hereinafter referred to as "“Included Taxes"”, and all such excluded Taxes being referred to as “Excluded Taxes”). If the Borrower shall be required by law to deduct any Included Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any the Lender or the Administrative Agent, (Ai) 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 3.11) such 10.02), the Lender or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower a Lessee hereunder or under the Revolving Credit Notes Lease shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender Funding Party and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender Funding Party or the Administrative Agent (Agent, as the case may be) , is organized or is or should be qualified to do business or any political subdivision thereof and thereof, (ii) in the case of each LenderFunding Party, income and franchise taxes imposed by the jurisdiction of such Lender's Funding Party’s Lending Office or any political subdivision thereof thereof, (iii) in the case of each Funding Party, income and franchise taxes payable solely as a result of such Funding Party’s failure to comply with Section 7.5(j) and (iv) in the case of each Funding Party, income and franchise taxes imposed by any other jurisdiction to which taxes such Funding Party would be subject even if such Funding Party had not entered into the transactions contemplated by the Operative Documents (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Withholding Taxes"”). If the Borrower any Lessee shall be required by law to deduct any Withholding Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note the Lease to any Lender Funding Party or the Administrative Agent, (A) 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 3.117.5(j)) such Lender Funding Party or the Administrative Agent (Agent, as the case may be) , receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower related Lessee shall make such deductions, (C) the Borrower related Lessee shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower related Lessee shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d7.5(i).

Payments Free and Clear. Any and all payments by the Borrower Borrowers hereunder or under the Revolving Credit Notes Note shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's ’s Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Taxes"”). If the Borrower Borrowers shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit the Note to any Lender or the Administrative Agent, (A) 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 3.114.9) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower Borrowers shall make such deductions, (C) the Borrower Borrowers shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower Borrowers shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)4.6.

Payments Free and Clear. Any and all payments by the Borrower Borrowers ----------------------- hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and thereof, (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof and (iii) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the United States (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the any Borrower shall be required by law ----- to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender (including the Issuing Lender) or the Administrative Agent, (A) 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 3.114.8) such Lender or the ----------- Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the such Borrower shall make such deductions, (C) the such Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the such Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d4.8(d).. --------------

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto excludingthereto, (i) EXCLUDING, in the case of each Lender and the Administrative Agent, income taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Agent or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction under (or any political subdivision thereof) in which the laws of Agent or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender or the Administrative Agent (is presently doing business in which taxes are imposed solely as the case may be) is organized or is or should be qualified to do a result of doing business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the such jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "TaxesTAXES"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders or the Administrative Agent, Agent (Ai) 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 3.114.06) such Lender or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and thereof, (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof and (iii) in the case of each Lender and the Agent, income and franchise taxes imposed by the United States (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender or the Administrative Agent, (A) 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 3.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d).

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (A) 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 3.114.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d).

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender or the Administrative Agent, (A) 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 3.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d).

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do has its principal place of business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (A) 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 3.114.9) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, applicable law and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d4.9(d).

Payments Free and Clear. Any and all payments by the Borrower hereunder any Credit Party under any Loan Document or under the Revolving Letters of Credit Notes shall be made free and clear of and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excludingthereto, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed except as required by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes")Applicable Law. If the Borrower any Withholding Agent shall be required by law Applicable Law to deduct or withhold any Taxes from or in respect of any sum payable hereunder under any Loan Document or under any Revolving Letter of Credit Note to any Lender or the Administrative AgentFinance Party, (A) the sum payable by the applicable Credit Party shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions and withholdings applicable to additional sums payable under this Section 3.114.10) such Lender or the Administrative Agent Finance Party (as the case may be) receives an amount equal to the amount such party would have received had no such deductions or withholdings been made, (B) the Borrower such Withholding Agent shall make such deductionsdeductions or withholdings, (C) the Borrower such Withholding Agent shall pay the full amount deducted or withheld to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower such Credit Party shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d4.10(e). A Credit Party shall not, however, be required to pay any amounts pursuant to clause (A) of the preceding sentence (i) in respect of, in the case of each Finance Party, income, franchise or similar taxes imposed on (or measured by) its net income (however denominated) imposed by any Governmental Authority, (ii) in respect of, in the case of each Lender, any withholding taxes payable with respect to payments to such Lender hereunder or under the other Loan Documents under Applicable Laws (including, without limitation, any statute, treaty, ruling, determination or regulation) in effect on the Closing Date (or such later date on which such Lender becomes a Lender hereunder) or on the date, if any, on which such Lender changes any applicable Lending Office by designating a different applicable Lending Office (other than pursuant to Section 4.7(e)), but not excluding any withholding taxes payable solely as a result of (1) any change in such Applicable Laws occurring after the Closing Date (or such later date on which such Lender becomes a Lender hereunder) or after the date of 93782947_8 designation of such new Lending Office, as the case may be, or (2) the addition of any Foreign Subsidiary Borrower pursuant to Section 2.11(a), (iii) any branch profits tax imposed by the United States of America or any similar tax imposed by any other jurisdiction, (iv) in respect of, in the case of any Finance Party, Taxes attributable to such recipient’s failure to comply with Section 4.10(f), or (v) any U.S. federal withholding taxes imposed under FATCA (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being referred to as “Taxes”). Notwithstanding anything to the contrary in this Section 4.10(a), a Credit Party incorporated in France shall not be required to make any increased payments in respect of any tax deduction on account of tax imposed by France on a payment made to a Lender if such tax deduction is imposed solely because this payment is made to an account opened in the name of or for the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction.

Payments Free and Clear. Any and all payments by the Borrower Borrowers hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto excludingthereto, (i) in the case of each Lender and the Administrative AgentEXCLUDING, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income the Issuing Bank and the Agent, taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Agent, the Issuing Bank or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which the Agent, the Issuing Bank or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender, the Issuing Bank or the Agent is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "TaxesTAXES"). If the Borrower Borrowers shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders, the Issuing Bank or the Administrative Agent, Agent (Ai) 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 3.114.06) such Lender Lender, the Issuing Bank or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower Borrowers shall make such deductions, deductions and (Ciii) the Borrower Borrowers shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower Borrowers ----------------------- hereunder or under the Revolving Notes, the Letters of Credit Notes or the Aggregator Letters of Credit shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-non- excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower Borrowers shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or in respect of any Letter of Credit Note or any Aggregator Letter of Credit to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 3.115.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions or withholdings been made, (B) the Borrower Borrowers shall make such deductions, (C) the Borrower Borrowers shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower Borrowers shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority Governmental Authority in the manner provided in Section 3.11(d5.11(d).

Payments Free and Clear. Any Subject to compliance by Lenders with Section 3.11(e), any and all payments by the Borrower Borrowers hereunder or under the Revolving Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower Borrowers shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender or the Administrative Agent, (A) 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 3.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower Borrowers shall make such deductions, (C) the Borrower Borrowers shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower Borrowers shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d).

Payments Free and Clear. Any and all payments by each of the Borrower Borrowers hereunder or under the Revolving Credit Notes Note shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, excluding income and franchise taxes imposed by the jurisdiction under the laws of which such Lender the -47- Administrative Agent, any Lender, or the Administrative Agent (as the case may be) European Swingline Lender is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings with each of the Borrowers and liabilities being hereinafter referred to as "Taxes"). If any of the Borrower Borrowers shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender or the Administrative Agent, any Lender, or the European Swingline Lender, (A) 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 3.113.10) such Lender the Administrative Agent, any Lender, or the Administrative Agent (as the case may be) European Swingline Lender receives an amount equal to the amount such party the Lender would have received had no such deductions been made, (B) the such Borrower shall make such deductions, (C) the such Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the such Borrower shall deliver to the Administrative Agent Agent, any Lender, or the European Swingline Lender evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d3.10(d).

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto excludingthereto, EXCLUDING, taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Lender, is a citizen or resident or in which the case of each Lender and the Administrative Agenthas an Applicable Lending Office, income and franchise taxes imposed by (ii) the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (iithereof) in which the case of each LenderLender is organized, income and franchise taxes imposed by the or (iii) any jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which the Lender is presently doing business in which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "TaxesTAXES"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any the Lender or the Administrative Agent, (Ai) 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 3.114.04) such the Lender or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income the Issuing Bank and the Agent, taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Agent, the Issuing Bank or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which the Agent, the Issuing Bank or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender, the Issuing Bank or the Agent is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Taxes"”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders, the Issuing Bank or the Administrative Agent, Agent (Ai) 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 3.114.06) such Lender Lender, the Issuing Bank or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d).applicable law. 36

Payments Free and Clear. Any and all payments by the Borrower Borrowers hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized organized, or is or should be qualified to do business business, or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower Borrowers shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (A) the sum payable by Borrowers shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower Borrowers shall make such deductions, (C) the Borrower Borrowers shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower Borrowers shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d4.11(d).

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income the Issuing Bank and Administrative Agent, taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which Administrative Agent, the Issuing Bank or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which Administrative Agent, the Issuing Bank or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender, the Issuing Bank or Administrative Agent is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to the Lenders, the Issuing Bank or under any Revolving Credit Note to any Lender or the Administrative Agent, Agent (Ai) 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 3.114.06) such Lender Lender, the Issuing Bank or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the each Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, the Issuing Bank and the Administrative Agents (each a “Recipient”), taxes imposed on (or measured by) its net income and franchise franchise, margin or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which such Recipient is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which such Recipient is organized or (iii) any jurisdiction (or political subdivision thereof) in which such Recipient is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Taxes"”). For the avoidance of doubt, any withholding taxes imposed by the United States of America on payments made by any Borrower hereunder shall be included within the definition of “Taxes.” If the any Borrower shall be required by law to deduct any Taxes or Other Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender or the Administrative Agenta Recipient, (A) except as provided in Section 13.06(b), 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 3.114.06) such Lender or the Administrative Agent (as the case may be) receives Recipient shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (B) the such Borrower shall make such deductions, deductions and (C) the such Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or any Credit Party under the Revolving Credit Notes any Loan Document shall be made free and clear of and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excludingthereto, (i) excluding in the case of each the Lender and the Administrative Agent(i) income, income and franchise or similar taxes imposed on (or measured by) its income imposed by the jurisdiction any Governmental Authority and (ii) any withholding taxes payable with respect to payments hereunder or under the other Loan Documents under Applicable Laws (including, without limitation, any statute, treaty, ruling, determination or regulation) in effect on the Closing Date or on the date, if any, on which the Lender changes any applicable Lending Office by designating a different applicable Lending Office (other than pursuant to Section 4.10.7), but not excluding any withholding taxes payable solely as a result of any change in such laws occurring after the Closing Date or after the date of which such Lender or the Administrative Agent (designation of a new Lending Office, as the case may be, (iii) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes branch profits tax imposed by the jurisdiction United States of such Lender's Lending Office America or any political subdivision thereof similar tax imposed by any other jurisdiction, and (iv) any U.S. federal withholding taxes imposed under FATCA (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Taxes"”). If the Borrower any Credit Party shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note Loan Document to any Lender or the Administrative AgentLender, (A) the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions and withholdings applicable to additional sums payable under this Section 3.114.10) such the Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party it would have received had no such deductions or withholdings been made, (B) the Borrower such Credit Party shall make such deductionsdeductions or withholdings, (C) the Borrower such Credit Party shall pay the full amount deducted or withheld to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower such Credit Party shall deliver to the Administrative Agent Lender evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)4.10.5. A Credit Party shall not, however, be required to pay any amounts pursuant to clause (A) of the preceding sentence to the Lender if it is not organized under the laws of the United States of America or a state thereof (or the District of Columbia) if the Lender fails to comply with the requirements of Section 4.10.6.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Agent or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction under (or any political subdivision thereof) in which the laws of Agent or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender or the Administrative Agent (is presently doing business which taxes are imposed solely as the case may be) is organized or is or should be qualified to do a result of doing business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the such jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders or the Administrative Agent, Agent (Ai) 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 3.114.06) such Lender or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Notes or in respect of the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or in respect of Letter of Credit Note to any Lender or the Administrative Agent, (A) 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 3.114.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d4.11(d).

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) in any jurisdiction (or political subdivision thereof) of which the case of each Lender and the Administrative AgentLender, income and franchise taxes imposed by is a citizen or resident, (ii) the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (iithereof) in which the case of each LenderLender is organized, income and franchise taxes imposed by the or (iii) any jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which the Lender is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-non- excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any the Lender or the Administrative Agent, (Ai) 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 3.114.04) such the Lender or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under on account of the Revolving Credit Notes Secured Obligations shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (ia) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (iib) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office lending office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "TaxesTAXES"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (Ai) 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 3.111.12) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (Div) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)Subsection 1.12.4. The affected Lender will take reasonable steps as are requested by the Borrower at the Borrower's expense to obtain any refund that is available with respect to Taxes for which the Borrower has compensated such Lender and will promptly remit any such refund as may be received to the Borrower.

Payments Free and Clear. Any Unless otherwise required by Applicable Law, any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's ’s Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Taxes"”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender or the Administrative Agent, (A) 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 3.114.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d4.11(d).

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Issuing Bank and the Agent, income taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Agent, the Issuing Bank or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction under (or any political subdivision thereof) in which the laws of Agent or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender or the Administrative Agent (is presently doing business in which taxes are imposed solely as the case may be) is organized or is or should be qualified to do a result of doing business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the such jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders, the Issuing Bank or the Administrative Agent, Agent (Ai) 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 3.114.06) such Lender Lender, the Issuing Bank or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d).the

Payments Free and Clear. Any and all payments by the Borrower hereunder any Credit Party under any Loan Document or under the Revolving Letters of Credit Notes shall be made free and clear of and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excludingthereto, excluding (i) in the case of each Lender and the Administrative Agent, income and income, franchise or similar taxes imposed on (or measured by) its income imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and Governmental Authority, (ii) in the case of each Lender, income and franchise any withholding taxes payable with respect to payments hereunder or under the other Loan Documents under Applicable Laws (including, without limitation, any statute, treaty, ruling, determination or regulation) in effect on the Restatement Date for such Lender (or such later date on which such Lender becomes a Lender hereunder) or on the date, if any, on which such Lender changes any applicable Lending Office by designating a different applicable Lending Office (other than pursuant to Section 4.7.5), but not excluding any withholding taxes payable solely as a result of (1) any change in such laws occurring after the Restatement Date (or such later date on which such Lender becomes a Lender hereunder) or after the date of designation of such new Lending Office, as the case may be, or (2) the addition of any Foreign Subsidiary Borrower pursuant to Section 2.11.1(a), (iii) any branch profits tax imposed by the jurisdiction United States of such Lender's Lending Office America or any political subdivision thereof similar tax imposed by any other jurisdiction, and (iv) any U.S. federal withholding taxes imposed under FATCA (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Taxes"”). If the Borrower any Withholding Agent shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder under any Loan Document or under any Revolving Letter of Credit Note to any Lender or the Administrative Agent, (A) the sum payable by the applicable Credit Party shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions and withholdings applicable to additional sums payable under this Section 3.114.10) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions or withholdings been made, (B) the Borrower such Withholding Agent shall make such deductionsdeductions or withholdings, (C) the Borrower such Withholding Agent shall pay the full amount deducted or withheld to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower such Credit Party shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)4.10.5. A Credit Party shall not, however, be required to pay any amounts pursuant to clause (A) of the preceding sentence to any Lender or the Administrative Agent not organized under the laws of the United States of America or a state thereof (or the District of Columbia) if such Lender or the Administrative Agent fails to comply with the requirements of Section 4.10.6. Notwithstanding anything to the contrary in this Section 4.10.1, a Credit Party incorporated in France shall not be required to make any increased payments in respect of any tax deduction on account of tax imposed by France on a payment made to a Lender if such tax deduction is imposed solely because this payment is made to an account opened in the name of or for the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes or the Letters of Credit shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed on (or measured by) its net income by the United States of America or by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or its principal office is located or is or should be qualified to do business or any political subdivision thereof thereof, or in the case of any Lender, in which its applicable Lending Office is located (provided, however, that no Lender shall be deemed to be located in any jurisdiction solely as a result of taking any action related to this Agreement or the Revolving Credit Notes or Letters of Credit) and (ii) in the case of each Lender, income and franchise taxes any branch profits tax imposed by the jurisdiction United States of such Lender's Lending Office America or any political subdivision thereof similar tax imposed by any other jurisdiction described in clause (i) above (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note or Letter of Credit to any Lender or the Administrative Agent, (A) 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 3.115.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d5.11(d). The Borrower shall not, however, be required to pay any amounts pursuant to clause (A) of the preceding sentence to any Foreign Lender or the Administrative Agent not organized under the laws of the United States of America or a state thereof (or the District of Columbia) if such Foreign Lender or the Administrative Agent fails to comply with the requirements of paragraph (e) or Section 5.8(d), as the case may be.

Payments Free and Clear. Any and all payments by the Borrower Borrowers hereunder or under the Revolving Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, excluding (i) in taxes imposed on or measured by the case overall net income of each any Lender and or its Lending Office or the Administrative Agent or the Administrative Agent's Office, income as the case may be, and all franchise or similar taxes imposed measured by capital or net worth of such Lender or its Lending Office or the Administrative Agent or the Administrative Agent's Office, as the case may be, in each case imposed: (A) by the jurisdiction under the laws of which such Lender or the Administrative Agent (Agent, as the case may be, is organized, or in which its principal executive office is located, (B) by the jurisdiction in which the Lending Office of such Lender or the Administrative Agent's Office, as applicable, is organized located or is (C) solely by reason of such Lender or should be qualified to do the Administrative Agent, as the case may be, doing business in the jurisdiction imposing such tax, other than as a result of this Agreement or any political subdivision thereof Note or any transaction contemplated hereby and (ii) in the case of each Lender, income and franchise taxes any United States withholding tax imposed by on such payments but only to the jurisdiction of extent that such Lender's Lending Office or any political subdivision thereof Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower Borrowers shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note or to any Lender or the Administrative Agent, (A) 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 3.114.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower Borrowers shall make such deductions, (C) the Borrower Borrowers shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower Borrowers shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d4.11(e).

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excludingthereto, excluding (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed on (or measured by) its net income by the United States of America or by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or its principal office is located or is or should be qualified to do business or any political subdivision thereof or, in the case of any Lender, in which its applicable Lending Office is located (provided, however, that no Lender shall be deemed to be located in any jurisdiction solely as a result of taking any action related to this Agreement, the Notes or Letters of Credit) and (ii) in the case of each Lender, income and franchise taxes any branch profits tax imposed by the jurisdiction United States of such Lender's Lending Office America or any political subdivision thereof similar tax imposed by any other jurisdiction described in clause (i) above (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (A) 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 3.114.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d4.11(d). The Borrower shall not, however, be required to pay any amounts pursuant to clause (A) of the preceding sentence to any Foreign Lender or the Administrative Agent not organized under the laws of the United States of America or a state thereof (or the District of Columbia) if such Foreign Lender or the Administrative Agent fails to comply with the requirements of paragraph (e) of this Section 4.11.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, excluding (i) in taxes imposed on or measured by the case overall net income of each any Lender and or its Lending Office or the Administrative Agent or the Administrative Agent's Office, income as the case may be, and all franchise or similar taxes imposed measured by capital or net worth of such Lender or its Lending Office or the Administrative Agent or the Administrative Agent's Office, as the case may be, in each case imposed: (A) by the jurisdiction under the laws of which such Lender or the Administrative Agent (Agent, as the case may be, is organized, or in which its principal executive office is located, (B) by the jurisdiction in which the Lending Office of such Lender or the Administrative Agent's Office, as applicable, is organized located or is (C) solely by reason of such Lender or should be qualified to do the Administrative Agent, as the case may be, doing business in the jurisdiction imposing such tax, other than as a result of this Agreement or any political subdivision thereof Note or any transaction contemplated hereby and (ii) in the case of each Lender, income and franchise taxes any United States withholding tax imposed by on such payments but only to the jurisdiction of extent that such Lender's Lending Office or any political subdivision thereof Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note or to any Lender or the Administrative Agent, (A) 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 3.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d3.11(e).

Payments Free and Clear. Any Subject to Section 5.11(e), any and all payments by the Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed on a Lender's net income by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed on a Lender's net income by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or in respect of any Letter of Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 3.115.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions or withholdings been made, (B) the Borrower shall make such deductionsdeductions or withholdings, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent and such Lender evidence of such payment to the relevant taxing authority or other authority Governmental Authority in the manner provided in Section 3.11(d5.11(d). In such event, any Lender so affected shall use commercially reasonable efforts to cooperate with the Borrower to obtain a refunding of any Taxes paid by the Borrower pursuant to this Section 5.11(a), and, if any such Taxes are actually refunded to a Lender, such Lender shall promptly reimburse the Borrower for the amount actually received.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "TaxesTAXES"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender or the Administrative Agent, (A) 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 3.115.8) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d5.8(d).

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excludingthereto, excluding (i) in the case of each Lender and the Administrative Agent, taxes imposed on (or measured by) its gross or net income and or franchise taxes imposed by the jurisdiction under the laws of which such Lender relevant taxing authority or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and other Governmental Authority, (ii) in the case of each Lender, income any withholding taxes payable with respect to payments hereunder or under the other Loan Documents under laws (including, without limitation, any statute, treaty, ruling, determination or regulation) in effect on the Closing Date for such Lender (or such later date on which such Lender becomes a Lender hereunder) or on the date, if any, on which such Lender changes any applicable Lending Office by designating a different applicable Lending Office, but not excluding any withholding taxes payable solely as a result of any change in such laws occurring after the Closing Date (or such later date on which such Lender becomes a Lender hereunder) or after the date of designation of such new Lending Office, as the case may be, and franchise taxes (iii) any branch profits tax imposed by the jurisdiction United States of such Lender's Lending Office America or any political subdivision thereof similar tax imposed by any other jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (A) 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 3.114.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)4.11.4. The Borrower shall not, however, be required to pay any amounts pursuant to clause (A) of the preceding sentence to any Foreign Lender or the Administrative Agent not organized under the laws of the United States of America or a state thereof (or the District of Columbia) if such Foreign Lender or the Administrative Agent fails to comply with the requirements of Section 4.11.5.

Payments Free and Clear. Any and all payments by the Borrower or any Guarantor hereunder or under the Revolving Credit Notes any other Financing Document shall be made made, in accordance with Section 3.01, free and clear of and without deduction for any and all present or future taxesTaxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, Taxes imposed on its net income or net profits, and franchise or similar taxes imposed on it, and any branch profits imposed by the United States or any similar tax imposed by any other jurisdiction under the laws in which any Lender is located, by (i) any jurisdiction (or political subdivision thereof) of which the Administrative Agent or such Lender, as the case may be, is a citizen or resident or in which such Lender has a permanent establishment (or is otherwise engaged in the active conduct of its banking business through an office or a branch) which is such Lender’s Applicable Lending Office, (ii) the jurisdiction (or any political subdivision thereof) in which the Administrative Agent or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which Taxes are imposed as a result of such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do doing business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the such jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities nonexcluded Taxes being hereinafter referred to as "“Included Taxes"”). If the Borrower shall be required by law to deduct any Included Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note other Financing Document to any Lender the Lenders or the Administrative Agent, Agent (Ai) 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 3.11) 10.04), such Lender or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any Except as otherwise provided in Section 3.11(e), any and all payments by the Borrower Borrowers hereunder or under the Revolving Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges charges, assessments or withholding, and all liabilities with respect thereto now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (including any interest, additions to tax and penalties) (collectively, “Taxes”) excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and thereof, (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's ’s Lending Office or any political subdivision thereof and (iii) any U.S. federal withholding Tax pursuant to FATCA (all such non-excluded taxesTaxes, levies“Non-Excluded Taxes” and all such excluded Taxes, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Excluded Taxes"”). If any Borrower or the Borrower Administrative Agent shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender or the Administrative Agent, (A) except as otherwise provided in Section 3.11(e), the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 3.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions or withholdings been made, (B) such Borrower or the Borrower Administrative Agent, as applicable, shall make such deductionsdeductions or withholdings, (C) the such Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the such Borrower shall deliver to the Administrative Agent and such Lender evidence of such payment to the relevant taxing authority or other authority Governmental Authority in the manner provided in Section 3.11(d).

Payments Free and Clear. Any and all payments by the Borrower ----------------------- hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, franchise or excise taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender Bank and the Administrative Agent, income and franchise taxes on net income (including any so-called branch profits taxes) imposed by the jurisdiction under the laws of which such Lender Bank or the Administrative Agent (as the case may be) is organized or is is, or should be (as evidenced by a final, non-appealable determination by the relevant taxing authority or other Governmental Authority), qualified to do business or any political subdivision thereof and (ii) in the case of each LenderBank, income and franchise taxes on net income (including any so- called branch profits taxes) imposed by the jurisdiction of such LenderBank's Lending Office lending office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Non- Excluded Taxes"). If the Borrower shall be required by law to deduct any Non- Excluded Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender Bank or the Administrative Agent, (A) 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 3.112.12A) such Lender Bank or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d2.12A(d).

Payments Free and Clear. Any and all payments by the any Borrower ----------------------- hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed on (or measured by) its net income by the United States of America or by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or its principal office is located or is or should be qualified to do business or any political subdivision thereof thereof, or in the case of any Lender, in which its applicable Lending Office is located (provided, however, that no Lender shall be -------- deemed to be located in any jurisdiction solely as a result of taking any action related to this Agreement, the Notes or Letters of Credit) and (ii) in the case of each Lender, income and franchise taxes any branch profits tax imposed by the jurisdiction United States of such Lender's Lending Office America or any political subdivision thereof similar tax imposed by any other jurisdiction described in clause (i) above (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the any Borrower shall be required by law to ----- deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (A) 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 3.114.11) such Lender or the Administrative Agent (as 57 the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the such Borrower shall make such deductions, (C) the such Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the such Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d4.11(d). No Borrower shall, however, be required to pay any amounts pursuant to clause (A) of the preceding sentence to any Foreign Lender or the Administrative Agent not organized under the laws of the United States of America or a state thereof (or the District of Columbia) if such Foreign Lender or the Administrative Agent fails to comply with the requirements of paragraph (e) of this Section 4.11.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or in respect of any Letter of Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 3.114.13) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductionsdeductions or withholdings, (C) the Borrower shall pay the full amount deducted or withheld to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d4.13(d).

Payments Free and Clear. Any and all payments by the Borrower ----------------------- hereunder or under the Revolving Note or in respect of any Letter of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such the Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such the Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under the Note or any Revolving Credit Note to any Lender or the Administrative AgentLetter of Credit, (A) 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 3.114.7) such the Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party it would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent Lender evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d4.7(d).

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes Note shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such the Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such the Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender or the Administrative AgentNote, (A) 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 3.113.7) such the Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party it would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent Lender evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d3.7(d).

Payments Free and Clear. Any and all payments by the Borrower Borrowers hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "TaxesTAXES"). If the Borrower Borrowers shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or in respect of any Letter of Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 3.115.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower Borrowers shall make such deductions, (C) the Borrower Borrowers shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower Borrowers shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority Governmental Authority in the manner provided in Section 3.11(d5.11(d).

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and thereof, (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof and (iii) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the United States (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender (including the Issuing Lender) or the Administrative Agent, (A) 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 3.114.9) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d4.9(d).