Common use of Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes Clause in Contracts

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Laws. If any Applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Credit Party hereunder or under any Loan other Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable LawsLaw. If any Applicable Laws Law (as determined in the good faith discretion of an applicable Withholding Agent) require requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Laws. If any Applicable Loan Party or the Administrative Agent shall be required by any applicable Laws (as determined in the good faith discretion of an applicable Withholding Agentby the Administrative Agent or Loan Party) require the deduction to withhold or withholding of deduct any Tax Taxes from any payment, then (A) such payment by a Withholding Loan Party or the Administrative Agent, then the applicable Withholding Agent as required by such Laws, shall be entitled to withhold or make such deduction deductions as are determined by it to be required, (B) such Loan Party or withholding and the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andsuch Laws, if such Tax and (C) to the extent that the withholding or deduction is an made on account of Indemnified TaxTaxes, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.012.16) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party the Borrower under any Loan Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, except as required by Applicable Lawsapplicable Law. If If, however, applicable Laws require the applicable Withholding Agent to withhold or deduct any Applicable Laws Tax (as determined in the good faith discretion of an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by a Withholding Agent), then the applicable Withholding Agent shall be entitled to withhold or make such deduction or withholding deductions as are determined by the applicable Withholding Agent to be required and shall timely pay the full amount withheld or deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if applicable Law. If such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Laws. If any Applicable applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without deduction reduction or withholding for any Taxes. If, except as required by Applicable Laws. If any Applicable however, applicable Laws (as determined in the good faith discretion of an the applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable Laws and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Laws. If any Applicable Laws (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) require the deduction or withholding of any Tax from any such payment by a Withholding Agentthe applicable withholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party the Credit Parties hereunder or under any Loan other Credit Document shall to the extent permitted by applicable laws be made free and clear of and without deduction reduction or withholding for any Taxes. If, except as required by Applicable Laws. If however, applicable laws require any Applicable Laws (Credit Party or the Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such laws as determined in by such Credit Party or the good faith discretion of an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by a Withholding Administrative Agent, then as the applicable Withholding case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below, such Credit Party or the Administrative Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after any required making such deduction or withholding or the making of all required deductions (including such deductions and withholdings applicable to additional sums payable under this Section 3.013.11) the applicable Recipient receives recipient shall receive an amount equal to the sum it would have received had no such deduction or withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawsapplicable Law. If any Applicable Laws applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) require requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Credit Party hereunder or under any Loan other Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable LawsLaw. If any Applicable Laws Law (as determined in the good faith discretion of an applicable Withholding Agent) require requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding or deduction been made.. (c)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Credit Party hereunder or under any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable LawsLaw. If any Applicable Laws Law (as determined in the good faith discretion of an applicable Withholding Agent) require requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Laws. If any Applicable Laws applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) require requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount withheld or deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then then, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party Borrower under any Loan Facility Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawsapplicable Law. If any Applicable Laws applicable Law (as determined in the good faith discretion of an applicable Withholding Administrative Agent) require requires the deduction or withholding of any Tax from any such payment by a Withholding AgentAdministrative Agent or Borrower, then the applicable Withholding Administrative Agent or Borrower shall be entitled to make such deduction or withholding and shall timely pay the full amount withheld or deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andsuch Law, if such Tax and to the extent that the withholding or deduction is an made on account of Indemnified TaxTaxes, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including withholdings or deductions applicable to additional sums payable under this Section 3.012.11) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Laws. If any Applicable Laws applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) require requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Laws. If any Applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary pay an additional amount together with the payment so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party the Company under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Laws. If any Applicable applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require the deduction or withholding of any Tax Taxes from any such payment by a Withholding Agentunder any Loan Document, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount withheld or deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, and if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Company shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction of Indemnified Taxes been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Credit Party hereunder or under any Loan other Credit Document shall to the extent permitted by applicable Laws be made free and clear of and without deduction reduction or withholding for any Taxes, except as required by Applicable Laws. If any Applicable applicable Laws (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) require the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.013.9) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Credit Party hereunder or under any Loan other Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable LawsLaw. If any Applicable Laws Law (as determined in the good faith discretion of an applicable Withholding Agent) require requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Laws. If any Applicable Laws applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) require requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Section 3.01Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawsapplicable Law. If any Applicable Laws applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) require requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings for Indemnified Taxes applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding or deduction for Indemnified Tax been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by by, or on account of of, any obligation of any Loan Credit Party hereunder or under any Loan other Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Laws. If any Applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law Laws and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Laws. If any Applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding such withholdings or the making of all required deductions (including such withholdings or deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawsapplicable Law. If any Applicable Laws applicable Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) require requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Laws. If any Applicable applicable Laws (as determined in the good faith discretion of an applicable Withholding Agentthe Administrative Agent or any Loan Party, as applicable) require the deduction or withholding of any Tax from any such payment by the Administrative Agent, a Withholding AgentLoan Party or other applicable withholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding withholding, and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law the applicable Laws and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Credit Party hereunder or under any Loan other Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable LawsLaw. If any Applicable Laws Law (as determined in the good faith discretion of an applicable Withholding Agent) require requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.013.3) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Credit Party under any Loan Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawsapplicable Law. If any Applicable Laws applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) require requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Facility Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawsapplicable Law. If any Applicable Laws applicable Law (as determined in the good faith discretion of an applicable Withholding Administrative Agent) require requires the deduction or withholding of any Tax from any such payment by Administrative Agent or a Withholding AgentLoan Party, then the applicable Withholding Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding and shall timely pay the full amount withheld or deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andsuch Law, if such Tax and to the extent that the withholding or deduction is an made on account of Indemnified TaxTaxes, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including withholdings or deductions applicable to additional sums payable under this Section 3.012.10) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party the Borrower under any Loan Document this Agreement shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Laws. If any Applicable applicable Laws (as determined in the good faith discretion of an the applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by a the applicable Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding withholding, and shall timely pay the full amount withheld or deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andappliable Law, and if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.012.14) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Laws. If any Applicable applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable Laws and, if such Tax to the extent that the withholding or deduction is an made on account of Indemnified TaxTaxes, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable LawsLaw. If any Applicable Laws Law (as determined in the good faith discretion of an applicable Withholding Agent) require requires the deduction or withholding of any Tax from any such payment by a the applicable Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Laws. If any Applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require the deduction or withholding of any Tax Taxes from any such payment by a Withholding Agentunder any Loan Document, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount withheld or deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, and if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawsapplicable Law. If any Applicable Laws applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) require requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings for Indemnified Taxes applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding or deduction for Indemnified Taxes been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any the respective Loan Party Parties hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without deduction reduction or withholding for any Taxes. If, except as required by Applicable Laws. If any Applicable however, applicable Laws (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) require any Loan Party or the deduction Administrative Agent to withhold or withholding of deduct any Tax from any Tax, then (A) such payment by a Withholding Loan Party or the Administrative Agent, then the applicable Withholding Agent as applicable, shall be entitled to make such deduction or withholding and withholding, (B) such Loan Party or the Administrative Agent, as applicable, shall timely pay the full amount withheld or deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andapplicable Law, and (C) if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary by additional amounts so that after any required such deduction or withholding or the making of all required deductions has been made (including deductions such deduction and withholding applicable to additional sums amounts payable under this Section 3.01Section) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable LawsLaw. If any Applicable Laws Law (as determined in the good faith discretion of an applicable Withholding Agent) require requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawsapplicable Law. If any Applicable Laws applicable Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) require requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding or deduction been made.. 113

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party the Borrower under any Loan Document this Agreement shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Laws. If any Applicable applicable Laws (as determined in the good faith discretion of an the applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by a the applicable Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount withheld or deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andappliable Law, and if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.012.14) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Laws. If any Applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including withholding or deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party the Borrower under any Loan Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, except as required by Applicable applicable Laws. If any Applicable Laws applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) require requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable Laws and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that that, after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01), the Administrative Agent or Lender (as the case may be) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all All payments by or on account of any obligation of any the Loan Party Parties hereunder and under any of the other Loan Document Documents shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Lawsapplicable Law. If any Applicable Laws applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) require requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower or a Guarantor shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Credit Party hereunder or under any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable LawsLaw. If any Applicable Laws Law (as determined in the good faith discretion of an applicable Withholding Agent) require requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.013.3) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Laws. If any Applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Laws. If any Applicable applicable Laws (as determined in the good faith discretion of an applicable Withholding the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Withholding AgentCredit Party, then the applicable Withholding Administrative Agent or such Credit Party shall be entitled to make such deduction or withholding and shall timely pay the full amount withheld or deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andapplicable Laws, and if such Tax is an Taxes are Indemnified TaxTaxes, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including withholdings and deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Laws. If any Applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding withholdings or the making of all required deductions (including withholdings or deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Credit Party hereunder or under any Loan other Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable LawsLaw. If any Applicable Laws Law (as determined in the good faith discretion of an applicable Withholding Agent) require requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding or deduction been made.. 72 130164155_5

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Laws. If any Applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by a the applicable Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax deducted or withheld is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable LawsLaw. If any Applicable Laws Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) require requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.012.18) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Laws. If any Applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable LawsLaw. If any Applicable Laws Law (as determined in the good faith discretion of an applicable Withholding Agentthe Borrower) require requires the deduction or withholding of any Tax from any such payment by a Withholding Agentthe Borrower, then the applicable Withholding Agent Borrower shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.013.1) the applicable Recipient Lender receives an amount equal to the sum it would have received had no such deduction or withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawsapplicable Law. If any Applicable Laws applicable Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) require requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings applicable to additional sums payable under this Section ‎Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Laws. If any Applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.. CHAR1\1806478v11

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Laws. If any Applicable applicable Laws (as determined in the good faith discretion of an applicable Withholding Agentthe Administrative Agent or any Loan Party) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Withholding AgentLoan Party, then the applicable Withholding Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable Laws and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Parties shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawsapplicable Law. If any Applicable Laws applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) require requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings for Indemnified Taxes applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding or deduction for Indemnified Tax been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Laws. If any Applicable Laws (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) require the deduction or withholding of any Tax from any such payment by a Withholding Agentthe applicable withholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.. (c)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable LawsLaw. If any Applicable Laws Law (as determined in the good faith discretion of an applicable Withholding Agent) require requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding or deduction been made.. 84

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable LawsLaw. If any Applicable Laws Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) require the deduction or withholding of any Tax from any such payment by a Withholding Agentthe applicable withholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions 0000-0000-0000.13 Exhibit 10.2 Execution Version (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Laws. If any Applicable applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount withheld or deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andsuch Laws, if such Tax and to the extent that the withholding or deduction is an made on account of Indemnified TaxTaxes, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawsapplicable law. If any Applicable Laws applicable law (as determined in the good faith discretion of an applicable Withholding Agent) require requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings for Indemnified Taxes applicable to additional sums payable under this Section 3.013.01(a)) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Laws. If any Applicable applicable Laws (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) require the deduction or withholding of any Tax from any such payment by a Withholding Agentthe applicable withholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party the Credit Parties under any Loan Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawsapplicable Legal Requirements. If any Applicable Laws Legal Requirements (as determined in the good faith discretion of an applicable Withholding Agent) require requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law such Legal Requirements and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.012.13) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party the Company under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Laws. If any Applicable applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Company shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction for Indemnified Taxes been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Laws. If any Applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Laws. If any Applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.. 62

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawsapplicable Law. If any Applicable Laws applicable Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) require requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.112

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable LawsLaw. If any Applicable Laws Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) require the deduction or withholding of any Tax from any such payment by a Withholding Agentthe applicable withholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Laws. If any Applicable applicable Laws (as determined in the good faith discretion of an applicable Withholding Agentthe Administrative Agent or a Loan Party, as applicable) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Withholding AgentLoan Party, then the applicable Withholding Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding and shall timely pay the full amount withheld or deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andapplicable Law, if such Tax and to the extent that the withholding or deduction is an made on account of Indemnified TaxTaxes, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.. 72

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall shall, to the extent permitted by applicable Laws, be made free and clear of and without deduction reduction or withholding for any Taxes. If, except as required by Applicable Laws. If any Applicable however, applicable Laws (as determined in the good faith discretion of an the applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable Laws and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawsapplicable Law. If any Applicable Laws applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) require requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount withheld or deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andapplicable Law, and if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including withholdings and deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Laws. If any Applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by a the applicable Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawsapplicable Law. If any Applicable Laws applicable Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) require requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings applicable to additional sums payable under this Section ‎Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding or deduction been made.. 111

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party the Credit Parties under any Loan Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawsapplicable Legal Requirements. If any Applicable Laws Legal Requirements (as determined in the good faith discretion of an applicable Withholding Agent) require requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law such Legal Requirements and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Laws. If any Applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary necessarypay an additional amount together with the payment so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any the Borrowerany Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Laws. If any Applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Borrowerapplicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Laws. If any Applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld ​ to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party ‎Party under any Loan Document shall be made without deduction or withholding for any Taxes‎Taxes, except as required by Applicable applicable Laws. If any Applicable applicable Laws (as determined in the ‎the good faith discretion of an applicable Withholding Agent) require the deduction or withholding ‎withholding of any Tax from any such payment by a Withholding Agent, then the applicable ‎applicable Withholding Agent shall be entitled to make such deduction or withholding and ‎and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority ‎Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then ‎then the sum payable by the applicable Loan Party shall be increased as necessary so that after ‎after any required withholding or the making of all required deductions (including deductions ‎deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient ‎Recipient receives an amount equal to the sum it would have received had no such withholding ‎withholding or deduction been made. For purposes of this Section 3.01, the term ‎‎“applicable Law” includes FATCA, and the term “Lender” includes any L/C Issuer.‎ iv.Paragraph (c) of Section 3.03 of the Credit Agreement is hereby deleted in its entirety and replaced with the following new paragraphs (c), (d), (e), (f) and (g):

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Laws. If any Applicable applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable Laws and, if such Tax to the extent that the withholding or deduction is an made on account of Indemnified TaxTaxes, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Laws. If any Applicable Laws applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) require requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) ), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any the respective Loan Party Parties hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without deduction reduction or withholding for any Taxes. If, except as required by Applicable Laws. If any Applicable however, applicable Laws (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) require any Loan Party or the deduction Administrative Agent to withhold or withholding of deduct any Tax from any Tax, then (A) such payment by a Withholding Loan Party or the Administrative Agent, then the applicable Withholding Agent as applicable, shall be entitled to make such deduction or withholding and withholding, (B) such Loan Party or the Administrative Agent, as applicable, shall timely pay the full amount withheld or deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andapplicable Law, and (C) if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary by additional amounts so that after any required such deduction or withholding or the making of all required deductions has been made (including deductions such deduction and withholding applicable to additional sums amounts payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Laws. If any Applicable applicable Laws (as determined in the good faith discretion of an applicable Withholding Agentthe Administrative Agent or any Loan Party) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Withholding AgentLoan Party, then the applicable Withholding Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding and shall timely pay the full amount withheld or deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable Laws and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions and witholdings applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.