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. (i) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require the Borrower or the Administrative Agent to withhold or deduct any Tax from any payment, then (A) such Tax shall be withheld or deducted in accordance with such Laws as determined by the Borrower or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below, (B) the Borrower or the Administrative Agent, as the case may be, shall withhold or deduct such Tax and make any payment to the relevant Governmental Authority required in connection with such withholding or deduction within the time allowed and in the minimum amount required by applicable Laws and (C) to the extent that such withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the 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) the Administrative Agent or Lender, as the case may be, 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 the Borrower Borrowers hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require the Borrower Borrowers or the Administrative Agent to withhold or deduct any Tax from any paymentTax, then (A) such Tax shall be withheld or deducted in accordance with such Laws as determined by the Borrower Borrowers or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. If the Borrowers or the Administrative Agent shall be required by Law to withhold or deduct any Taxes, including without limitation United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Borrower Administrative Agent shall timely pay the full amount withheld or the Administrative Agent, as the case may be, shall withhold or deduct such Tax and make any payment deducted to the relevant Governmental Authority required in connection accordance with such withholding or deduction within the time allowed and in the minimum amount required by applicable Laws Law, and (C) to the extent that such the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower Borrowers 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) the Administrative Agent Agent, Lender or LenderL/C-BA Issuer, as the case may be, 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 the Borrower hereunder any Loan Party or any Subsidiary of a Loan Party under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction deduction or withholding for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the Borrower deduction or the Administrative Agent to withhold or deduct withholding of any Tax from any payment, then (A) such Tax shall be withheld or deducted in accordance with such Laws as determined payment by the Borrower or the Administrative Agent, as a Loan Party or any Subsidiary of a Loan Party, then the case may beAdministrative Agent, such Loan Party or such Subsidiary of a Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. [Reserved] If any Loan Party, any Subsidiary of a Loan Party or the Administrative Agent shall be required by any applicable Laws (Bincluding the Code) the Borrower to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes from any payment by or on account of any Obligation of a Loan Party, then (A) such Loan Party, such Subsidiary of a Loan Party or the Administrative Agent, as the case may berequired by such Laws, shall withhold or deduct make such Tax deductions as are determined by it to be required based upon the information and make any payment documentation it has received pursuant to subsection (e) below, (B) such Loan Party, such Subsidiary of a Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority required in connection accordance with such withholding or deduction within the time allowed and in the minimum amount required by applicable Laws Laws, and (C) to the extent that such the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower applicable Loan Party or the applicable Subsidiary of a 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 SectionSection 3.01) the Administrative Agent or Lender, as the case may be, 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 the Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require the Borrower or the Administrative Agent to withhold or deduct any Tax from any paymentTax, then (A) such Tax shall be withheld or deducted in accordance with such Laws as determined by the Borrower or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. If the Borrower or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Borrower Administrative Agent shall timely pay the full amount withheld or the Administrative Agent, as the case may be, shall withhold or deduct such Tax and make any payment deducted to the relevant Governmental Authority required in connection accordance with such withholding or deduction within the time allowed and in the minimum amount required by applicable Laws Code, and (C) to the extent that such the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the 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) the Administrative Agent Agent, Lender or LenderL/C Issuer, as the case may be, 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 the Borrower Borrowers hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require the Borrower Borrowers or the Administrative Agent to withhold or deduct any Tax from any paymentTax, then (A) such Tax shall be withheld or deducted in accordance with such Laws as determined by the Borrower Borrowers or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. If the Borrowers or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Borrower Administrative Agent shall timely pay the full amount withheld or the Administrative Agent, as the case may be, shall withhold or deduct such Tax and make any payment deducted to the relevant Governmental Authority required in connection accordance with such withholding or deduction within the time allowed and in the minimum amount required by applicable Laws Code, and (C) to the extent that such the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower Borrowers 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) the Administrative Agent Agent, Lender or LenderL/C-BA Issuer, as the case may be, 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 the Borrower Borrowers hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require the Borrower Borrowers or the Administrative Agent to withhold or deduct any Tax from any paymentTax, then (A) such Tax shall be withheld or deducted in accordance with such Laws as determined by the Borrower Borrowers or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. If the Borrowers or the Administrative Agent shall be required by Law to withhold or deduct any Taxes, including without limitation United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Borrower Administrative Agent shall timely pay the full amount withheld or the Administrative Agent, as the case may be, shall withhold or deduct such Tax and make any payment deducted to the relevant Governmental Authority required in connection accordance with such withholding or deduction within the time allowed and in the minimum amount required by applicable Laws Law, and (C) to the extent that such the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower Borrowers 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) the Administrative Agent Agent, Lender or Lenderan L/C-BA Issuer, as the case may be, 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 the Borrower hereunder or any Loan Party under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction deduction or withholding for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require the Borrower deduction or the Administrative Agent to withhold or deduct withholding of any Tax from any paymentsuch payment by a Withholding Agent, then (A) such Tax the applicable Withholding Agent shall be withheld entitled to make such deduction or deducted in accordance with such Laws as determined by the Borrower or the Administrative Agent, as the case may bewithholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. If an applicable Withholding Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the applicable Withholding Agent shall withhold or make such deductions as are determined by the applicable Withholding Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Borrower applicable Withholding Agent shall timely pay the full amount withheld or the Administrative Agent, as the case may be, shall withhold or deduct such Tax and make any payment deducted to the relevant Governmental Authority required in connection accordance with such withholding or deduction within the time allowed and in the minimum amount required by applicable Laws Code, and (C) to the extent that such the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower 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 SectionSection 3.01) the Administrative applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made. 77 90295627_3 If an applicable Withholding Agent shall be required by any applicable Laws other than the Code to withhold or Lenderdeduct any Taxes from any payment, then (A) the applicable Withholding Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the case may beinformation and documentation it has received pursuant to subsection (e) below, (B) the applicable Withholding Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Withholding Agent 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 the Borrower hereunder or any Loan Party under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction deduction or withholding for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the Borrower deduction or the Administrative Agent to withhold or deduct withholding of any Tax from any paymentsuch payment by the Administrative Agent or a Loan Party, then (A) the Administrative Agent or such Tax Loan Party shall be withheld entitled to make such deduction or deducted in accordance with such Laws as determined by the Borrower or the Administrative Agent, as the case may bewithholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. If any Loan Party or the Administrative Agent shall be required by the Internal Revenue Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Borrower Administrative Agent shall timely pay the full amount withheld or the Administrative Agent, as the case may be, shall withhold or deduct such Tax and make any payment deducted to the relevant Governmental Authority required in connection accordance with such withholding or deduction within the time allowed and in the minimum amount required by applicable Laws Internal Revenue Code, and (C) to the extent that such the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower 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 SectionSection 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made. If any Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Internal Revenue Code to withhold or Lenderdeduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the case may beinformation and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, 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 the Borrower hereunder or under any other Loan Credit Document shall to the extent permitted by applicable Laws Law be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require the Borrower or the Administrative Agent Law requires an applicable withholding agent to withhold or deduct any Tax from any payment(as determined in the good faith discretion of such withholding agent), then (A) the applicable withholding agent shall withhold or make such Tax shall be withheld or deducted in accordance with such Laws deductions as are determined by the Borrower or the Administrative Agent, as the case may be, applicable withholding agent to be required based upon the basis of the information and documentation to be delivered it has received pursuant to subsection (e) Section 2.19.6 below, (B) the Borrower applicable withholding agent shall timely pay the full amount withheld or the Administrative Agent, as the case may be, shall withhold or deduct such Tax and make any payment deducted to the relevant Governmental Authority required in connection with such withholding or deduction within the time allowed and in the minimum amount required by applicable Laws Authority, and (C) to the extent that such the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the 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) the Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made. For purposes of this Section 2.19, “withholding agent” means the Borrower or the Administrative Agent, as applicable.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (ii)(a) Any and all All payments by or on account of any obligation of the Borrower hereunder or any Loan Party under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction deduction or withholding for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws (as determined in the good faith discretion of the applicable withholding agent) require the Borrower deduction or the Administrative Agent to withhold or deduct withholding of any Tax from any payment, then (A) such Tax shall be withheld or deducted in accordance with such Laws as determined payment by the Borrower or the Administrative Agent, as any Loan Party or any other applicable withholding agent, then the case may beapplicable withholding agent shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party, the Administrative Agent or any other applicable withholding agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the applicable withholding agent shall be entitled to withhold or make such deductions as are determined by the withholding agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Borrower applicable withholding agent shall timely pay the full amount withheld or the Administrative Agent, as the case may be, shall withhold or deduct such Tax and make any payment deducted to the relevant Governmental Authority required in connection accordance with such withholding or deduction within the time allowed and in the minimum amount required by applicable Laws Code, and (C) to the extent that such the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions for Indemnified Taxes (including deductions for Indemnified Taxes applicable to additional sums payable under this SectionSection 3.01) the Administrative Agent or Lender, as the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.. -100-

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 the Borrower hereunder or any Loan Party under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction deduction or withholding for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws (as determined in the good faith discretion of the applicable Withholding Agent) require the Borrower deduction or the Administrative Agent to withhold or deduct withholding of any Tax from any paymentsuch payment by a Withholding Agent, then (A) such Tax the applicable Withholding Agent shall be withheld entitled to make such deduction or deducted in accordance with such Laws as determined by the Borrower or the Administrative Agent, as the case may bewithholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. If any Withholding Agent shall be required by any applicable Laws to withhold or deduct any Taxes, including U.S. federal backup withholding and withholding taxes, from any payment, then (A) the applicable Withholding Agent shall withhold or make such deductions as are determined by such Withholding Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Borrower applicable Withholding Agent shall timely pay the full amount withheld or the Administrative Agent, as the case may be, shall withhold or deduct such Tax and make any payment deducted to the relevant Governmental Authority required in connection accordance with such withholding or deduction within the time allowed and in the minimum amount required by applicable Laws Laws, and (C) to the extent that such the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower 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 SectionSection 2.18) the Administrative Agent or Lender, as the case may be, 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 the Borrower Loan Parties hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require the Borrower or the Administrative Agent Loan Parties to withhold or deduct any Tax from any paymentTax, then (A) such Tax shall be withheld or deducted in accordance with such Laws as determined by the Borrower or the Administrative Agent, as the case may be, Loan Parties upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. If the Loan Parties shall be required by applicable Law to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Loan Parties shall withhold or make such deductions as are determined by the Loan Parties to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Borrower Loan Parties shall timely pay the full amount withheld or the Administrative Agent, as the case may be, shall withhold or deduct such Tax and make any payment deducted to the relevant Governmental Authority required in connection accordance with such withholding or deduction within the time allowed and in the minimum amount required by applicable Laws Laws, and (C) to the extent that such the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower Loan Parties 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) the Administrative Agent or Lender, as the case may be, Lender 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 Obligation of the Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require the Borrower or the Administrative Agent to withhold or deduct any Tax from any paymentTax, then (A) such Tax shall be withheld or deducted in accordance with such Laws as determined by the Borrower or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. If the Borrower or the Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Agent shall withhold or make such deductions as are -49- 2076882.7 determined by the Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Borrower Agent shall timely pay the full amount withheld or the Administrative Agent, as the case may be, shall withhold or deduct such Tax and make any payment deducted to the relevant Governmental Authority required in connection accordance with such withholding or deduction within the time allowed and in the minimum amount required by applicable Laws Code, and (C) to the extent that such the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the 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) the Administrative Agent Agent, Lender or LenderL/C Issuer, as the case may be, 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 the Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require the Borrower or the Administrative Agent an applicable withholding agent to withhold or deduct any Tax from any paymentTax, then (A) such Tax shall be withheld or deducted in accordance with such Laws as determined by the Borrower or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. If any applicable withholding agent shall be required by the Code to withhold or deduct any Taxes, (B) the Borrower or the Administrative Agentincluding both United States federal backup withholding and withholding Taxes, as the case may befrom any payment, then such withholding agent shall withhold or deduct make such Tax deductions as are determined by such withholding agent to be required based upon the information and make any payment documentation it has received pursuant to subsection (e) below, such withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority required in connection accordance with the Code, and if such withholding or deduction within the time allowed and in the minimum amount required by applicable Laws and (C) Tax subject to the extent that such withholding or deduction is made on account of an Indemnified Taxes Tax or Other TaxesTax, the sum payable by the 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) the Administrative Agent or Lender, as the case may be, 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 the Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require the Borrower or the Administrative Agent to withhold or deduct any Tax Indemnified Taxes from any paymentamount payable by the Borrower or the Administrative Agent to the Administrative Agent, any Lender or the L/C Issuer, as the case may be, then (A) the Administrative Agent shall withhold or make such Tax shall be withheld or deducted in accordance with such Laws deductions of Indemnified Taxes as are determined by the Borrower or the Administrative Agent, as the case may be, to be required based upon the basis of the information and documentation to be delivered received pursuant to subsection (e) below, (B) the Borrower or the Administrative Agent, as the case may be, shall withhold timely pay the full amount withheld or deduct such Tax and make any payment deducted to the relevant Governmental Authority required in connection accordance with such withholding or deduction within the time allowed and in the minimum amount required by applicable Laws and (C) to the extent that such withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions under this sentence (including deductions applicable to additional sums payable under this Sectionsentence) the Administrative Agent Agent, Lender or LenderL/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made. In addition, if applicable Laws require the Borrower or the Administrative Agent to withhold or deduct any Excluded Taxes from any amount payable by the Borrower or the Administrative Agent to the Administrative Agent, any Lender or the L/C Issuer, as the case may be, then (X) the Borrower or the Administrative Agent, as the case may be, shall withhold or make such deductions of Excluded Taxes as are determined by the Borrower or the Administrative Agent, as the case may be, to be required based upon all available information including the information and documentation received pursuant to subsection (e) below, (Y) the Borrower or the Administrative Agent, as the case may be, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws and (Z) the sum payable by the Borrower shall not be increased on account of any required withholding for Excluded Taxes or the making of all required deductions under this sentence.

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 the Borrower Borrowers hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require the any Borrower or the Administrative Agent to withhold or deduct any Tax Indemnified Taxes from any paymentamount payable by the Borrowers or the Administrative Agent to the Administrative Agent, any Lender or the L/C Issuer, as the case may be, then (A) the Administrative Agent shall withhold or make such Tax shall be withheld or deducted in accordance with such Laws deductions of Indemnified Taxes as are determined by the Borrower Borrowers or the Administrative Agent, as the case may be, to be required based upon the basis of the information and documentation to be delivered received pursuant to subsection (e) below, (B) the Borrower Borrowers or the Administrative Agent, as the case may be, shall withhold timely pay the full amount withheld or deduct such Tax and make any payment deducted to the relevant Governmental Authority required in connection accordance with such withholding or deduction within the time allowed and in the minimum amount required by applicable Laws and (C) to the extent that such withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower Borrowers shall be increased as necessary so that after any required withholding or the making of all required deductions under this sentence (including deductions applicable to additional sums payable under this Sectionsentence) the Administrative Agent Agent, Lender or LenderL/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.. In addition, if applicable Laws require any Borrower or the Administrative Agent to withhold or deduct any Excluded Taxes from any amount payable by the Borrowers or the Administrative Agent to the Administrative Agent, any Lender or the L/C Issuer, as the case may be, then (X) the Borrowers or the Administrative Agent, as the case may be, shall withhold or make such deductions of Excluded Taxes as are determined by the Borrowers or the Administrative Agent, as the case may be, to be required based upon all available information including the information and documentation received pursuant to subsection (e) below, (Y) the Borrowers or the Administrative Agent, as the case may be, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws and (Z) the sum payable by the Borrowers shall not be increased on account of any required withholding for Excluded Taxes or the making of all required deductions under this sentence. 66

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 the Borrower any Loan Party hereunder or under any other Loan Document shall to the extent permitted by applicable Laws Law be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require Law (as determined in the Borrower or good faith discretion of the Administrative applicable Withholding Agent) requires any Withholding Agent to withhold or deduct any Tax Tax, including both U.S. federal backup withholding and non-resident withholding Taxes, from any payment, then (A) such Tax the applicable Withholding Agent shall be withheld entitled to make such withholding or deducted in accordance with such Laws as determined by the Borrower or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) belowdeduction, (B) the Borrower applicable Withholding Agent shall timely pay the full amount withheld or the Administrative Agent, as the case may be, shall withhold or deduct such Tax and make any payment deducted to the relevant Governmental Authority required in connection accordance with such withholding or deduction within the time allowed and in the minimum amount required by applicable Laws Law and (C) to the extent that such the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower applicable Loan Party shall be increased by such Loan Party as necessary so that after any required withholding or the making of all required deductions for such Indemnified Taxes or Other Taxes have been made (including withholding or deductions for Indemnified Taxes or Other Taxes applicable to additional sums payable under this SectionSection 3.01) the Administrative Agent or Lenderapplicable Lender (or, as in the case may beof payments made to any Agent for its own account, the Agent) receives an amount equal to the sum it would have received had no such withholding or deduction deductions for Indemnified Taxes or Other Taxes 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 the Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require the Borrower or the Administrative Agent an applicable withholding agent to withhold or deduct any Tax from any paymentTax, then (A) such Tax shall be withheld or deducted in accordance with such Laws as determined by the Borrower or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. If any applicable withholding agent shall be required by applicable Law to withhold or deduct any Taxes, including both United States federal backup withholding and withholding Taxes, from any payment, then (A) such withholding agent shall withhold or make such deductions as are determined by such withholding agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such withholding agent shall timely pay the Borrower full amount withheld or the Administrative Agent, as the case may be, shall withhold or deduct such Tax and make any payment deducted to the relevant Governmental Authority required in connection accordance with such withholding or deduction within the time allowed and in the minimum amount required by applicable Laws Law, and (C) if such Tax subject to the extent that such withholding or deduction is made on account of an Indemnified Taxes or Other TaxesTax, the sum payable by the 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) the Administrative Agent or Lender, as the case may be, 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 the Borrower hereunder or any Loan Party under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction deduction or withholding for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require the Borrower deduction or the Administrative Agent to withhold or deduct withholding of any Tax from any paymentsuch payment by a Withholding Agent, then (A) such Tax the applicable Withholding Agent shall be withheld entitled to make such deduction or deducted in accordance with such Laws as determined by the Borrower or the Administrative Agent, as the case may bewithholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. If an applicable Withholding Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the applicable Withholding Agent shall withhold or make such deductions as are determined by the applicable Withholding Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Borrower applicable Withholding Agent shall timely pay the full amount withheld or the Administrative Agent, as the case may be, shall withhold or deduct such Tax and make any payment deducted to the relevant Governmental Authority required in connection accordance with such withholding or deduction within the time allowed and in the minimum amount required by applicable Laws Code, and (C) to the extent that such the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower 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 SectionSection 3.01) the Administrative applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made. 77 89826417_6 If an applicable Withholding Agent shall be required by any applicable Laws other than the Code to withhold or Lenderdeduct any Taxes from any payment, then (A) the applicable Withholding Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the case may beinformation and documentation it has received pursuant to subsection (e) below, (B) the applicable Withholding Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Withholding Agent 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 or the Borrower hereunder or Parent Guarantor under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction deduction or withholding for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws (as determined in the good faith discretion of the Administrative Agent, Loan Party or the Parent Guarantor) require the Borrower deduction or the Administrative Agent to withhold or deduct withholding of any Tax from any payment, then (A) such Tax shall be withheld or deducted in accordance with such Laws as determined payment by the Borrower or the Administrative Agent, as a Loan Party or the case may beParent Guarantor, then the Administrative Agent, such Loan Party or the Parent Guarantor shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection Section 3.01(a)(ii) below. (eii) If any Loan Party, the Parent Guarantor or the Administrative Agent shall be required by any applicable Laws to withhold or deduct any Taxes from any payment under any Loan Documents, then (A) such Loan Party, the Parent Guarantor or the Administrative Agent shall withhold or make such deductions as are determined by such Loan Party, the Parent Guarantor or the Administrative Agent to be required based upon the information and documentation it has received pursuant to Section 3.01(c) below, (B) such Loan Party, the Borrower Parent Guarantor or the Administrative Agent, as Agent shall timely pay the case may be, shall withhold full amount withheld or deduct such Tax and make any payment deducted to the relevant Governmental Authority required in connection accordance with such withholding or deduction within the time allowed and in the minimum amount required by applicable Laws Law and (C) to the extent that such the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower applicable Loan Party or the Parent Guarantor shall be increased as necessary so that after any required withholding or the making of all required deductions for Indemnified Taxes (including deductions for Indemnified Taxes applicable to additional sums payable under this SectionSection 3.01(a)) the Administrative Agent or Lender, as the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction of Indemnified Taxes been made.. (iii)

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 the Borrower hereunder or any Loan Party under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction deduction or withholding for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the Borrower deduction or the Administrative Agent to withhold or deduct withholding of any Tax from any paymentsuch payment by the Administrative Agent or a Loan Party, then (A) the Administrative Agent or such Tax Loan Party shall be withheld entitled to make such deduction or deducted in accordance with such Laws as determined by the Borrower or the Administrative Agent, as the case may bewithholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Borrower Administrative Agent shall timely pay the full amount withheld or the Administrative Agent, as the case may be, shall withhold or deduct such Tax and make any payment deducted to the relevant Governmental Authority required in connection accordance with such withholding or deduction within the time allowed and in the minimum amount required by applicable Laws Code, and (C) to the extent that such the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower 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 SectionSection 3.01) the Administrative Agent or Lender, as the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.. (iii) If any Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then

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 the Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require the Borrower or the Administrative Agent to withhold or deduct any Tax from any paymentTax, then (A) such Tax shall be withheld or deducted in accordance with such Laws as determined by the Borrower or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. If Borrower or Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) Agent shall withhold or make such deductions as are determined by Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) Agent shall timely pay the Borrower full amount withheld or the Administrative Agent, as the case may be, shall withhold or deduct such Tax and make any payment deducted to the relevant Governmental Authority required in connection accordance with such withholding or deduction within the time allowed and in the minimum amount required by applicable Laws Code, and (C) to the extent that such the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the 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) the Administrative Agent Agent, Lender or LenderL/C Issuer, as the case may be, 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 the Borrower hereunder or any Loan Party under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction deduction or withholding for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the Borrower deduction or the Administrative Agent to withhold or deduct withholding of any Tax from any paymentsuch payment by the Administrative Agent or a Loan Party, then (A) the Administrative Agent or such Tax Loan Party shall be withheld entitled to make such deduction or deducted in accordance with such Laws as determined by the Borrower or the Administrative Agent, as the case may bewithholding, upon the basis of the information and documentation to be delivered pursuant to subsection clause (e) below. If any Loan Party or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to clause (e) below, (B) the Borrower Administrative Agent shall timely pay the full amount withheld or the Administrative Agent, as the case may be, shall withhold or deduct such Tax and make any payment deducted to the relevant Governmental Authority required in connection accordance with such withholding or deduction within the time allowed and in the minimum amount required by applicable Laws Code, and (C) to the extent that such the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower 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 SectionSection 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made. If any Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or Lenderdeduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the case may beinformation and documentation it has received pursuant to clause (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, 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 the Borrower hereunder or any Credit Party under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction deduction or withholding for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the Borrower deduction or the Administrative Agent to withhold or deduct withholding of any Tax from any paymentsuch payment by the Administrative Agent or a Credit Party, then (A) the Administrative Agent or such Tax Credit Party shall be withheld entitled to make such deduction or deducted in accordance with such Laws as determined by the Borrower or the Administrative Agent, as the case may bewithholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. If any Credit Party or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Borrower Administrative Agent shall timely pay the full amount withheld or the Administrative Agent, as the case may be, shall withhold or deduct such Tax and make any payment deducted to the relevant Governmental Authority required in connection accordance with such withholding or deduction within the time allowed and in the minimum amount required by applicable Laws Code, and (C) to the extent that such the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower applicable 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 SectionSection 3.01) the Administrative Agent or Lender, as the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.. If any Credit Party or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Credit Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Credit Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable 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. CHAR1\1812724v7

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 the Borrower hereunder or any Note Party under any other Loan Note Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction deduction or withholding for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws (as determined in the good faith discretion of the Holders) require the Borrower deduction or the Administrative Agent to withhold or deduct withholding of any Tax from any paymentsuch payment by a Note Party, then (A) such Tax Note Party shall be withheld entitled to make such deduction or deducted in accordance with such Laws as determined by the Borrower or the Administrative Agent, as the case may bewithholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. If any Note Party shall be required by the Code to withhold or deduct any Taxes, including both United States federal backup withholding and withholding taxes, from any payment, then (A) such Note Party shall withhold or make such deductions as are determined by the Holders to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Note Party shall timely pay the Borrower full amount withheld or the Administrative Agent, as the case may be, shall withhold or deduct such Tax and make any payment deducted to the relevant Governmental Authority required in connection accordance with such withholding or deduction within the time allowed and in the minimum amount required by applicable Laws Code, and (C) to the extent that such the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower applicable Note 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 SectionSection 13.3) the Administrative Agent applicable Holder receives an amount equal to the sum it would have received had no such withholding or Lenderdeduction been made. If any Note Party shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Note Party, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the case may beinformation and documentation it has received pursuant to subsection (e) below, (B) such Note Party, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Note 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 13.3) the applicable Holder receives an amount equal to the sum it would have received had no such withholding or deduction been made.